UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE TRANSITION PERIOD FROM ________ TO ________

 COMMISSION FILE NUMBER 001-41711

 USA Rare Earth, Inc.

 (Exact name of registrant as specified in its
charter)

 Delaware

 98-1720278

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer

Identification Number)

 100 W Airport Road

 Stillwater, Oklahoma

 74075

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (813) 867-6155

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbols

 Name of each exchange on which registered

 Common stock, par value $0.0001 per share

 USAR

 The Nasdaq Stock Market LLC

 Warrants, each whole warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share

 USARW

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days. Yes No

the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and file such reports). Yes No

the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.

the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 The aggregate market value
of the voting and non-voting stock held by non-affiliates of Inflection Point Acquisition Corp. II (" Inflection Point "),
predecessor of the Registrant, on June 28, 2024 (the last business day of the second fiscal quarter of the prior fiscal year), based on
the closing price of $10.60 for shares of Inflection Point's Class A ordinary shares, was approximately $ 265,000,000.00. As of June
30, 2024, the Registrant's common stock was not publicly traded.

 As of March 28, 2025, the
Registrant had 81,952,420 shares of common stock, par value $0.0001 per share and 5,233,384 shares of 12.0% Series A Cumulative Convertible
Preferred Stock, issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Registrant's
 Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 Reserved.

 Item 7.

 Management's Discussion
 and Analysis of Financial Condition and Results of Operations.

 Item 7A.

 Quantitative and Qualitative
 Disclosures about Market Risk

 Item 8.

 Financial Statements and
 Supplementary Data.

 Item 9.

 Changes in and Disagreements
 with Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign
 Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers
 and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain
 Beneficial Owners and Management and Related Shareholder Matters.

 Item 13.

 Certain Relationships and
 Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees
 and Services.

 Item 15.

 Exhibits, Financial Statement
 Schedules.

 i

 EXPLANATORY NOTE

 USA Rare Earth, Inc. (" New USARE ")
(formerly known as Inflection Point Acquisition Corp. II (" Inflection Point ")) was a blank check company originally
incorporated on March 6, 2023 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. On May 30, 2023, Inflection Point consummated
an initial public offering, after which its securities began trading on the Nasdaq Stock Market LLC (" Nasdaq "). On
August 21, 2024, Inflection Point entered into that certain business combination agreement (as amended, the " Business Combination
Agreement ") by and among Inflection Point, USA Rare Earth, LLC, a Delaware limited liability company (" USARE OpCo ")
and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Inflection Point (" Merger
Sub "), pursuant to which, (1) at the closing of the transactions contemplated by the Business Combination Agreement (the " Closing ")
and following the Domestication (as defined below), Merger Sub merged with and into USARE OpCo (the " Merger "), with
USARE OpCo surviving as a wholly-owned subsidiary of New USARE, pursuant to the terms and subject to the conditions set forth in the Business
Combination Agreement, resulting in a combined company whereby New USARE became the manager of USARE OpCo, and substantially all of the
assets and the business of the combined company are held and operated by USARE OpCo and its subsidiaries, as more fully described in the
final prospectus and definitive proxy statement of Inflection Point, dated February 14, 2025 File No. 333-283181 (the " Proxy
Statement/Prospectus "), which was filed with the Securities and Exchange Commission (the " SEC "); (2) Inflection
Point domesticated (the " Domestication ") as a Delaware corporation in accordance with the Delaware General Corporation
Law (" DGCL "), the Companies Act (As Revised) of the Cayman Islands and the amended and restated memorandum and articles
of association of Inflection Point, and (3) the other transactions contemplated by the Business Combination Agreement and documents related
thereto were consummated (such transactions, together with the Merger and the Domestication, the " Business Combination ").

 On March 12, 2025, as contemplated by the Business
Combination Agreement, Inflection Point completed the Domestication by filing a notice of deregistration with the Cayman Islands Registrar
of Companies, together with the necessary accompanying documents, and filing a certificate of incorporation and a certificate of corporate
domestication with the Secretary of State of the State of Delaware, pursuant to which Inflection Point was domesticated and continued
as a Delaware corporation, changing its name to "USA Rare Earth, Inc." As a result of and upon the effective time of the Domestication,
among other things, (1) each of the then issued and outstanding Class A ordinary shares of Inflection Point automatically converted, on
a one-for-one basis, into a share of our common stock, par value $0.0001 per share (" Common Stock "); (2) each of the
then issued and outstanding warrants to purchase Class A ordinary shares of Inflection Point automatically became a warrant exercisable
for one share of our Common Stock on the same terms as the pre-Domestication warrants (the " New USARE Warrants "); and
(3) each unit of Inflection Point issued and outstanding as of immediately prior to the Domestication was automatically canceled and each
holder received one share of Common Stock and one-half of one New USARE Warrant exercisable for one share of Common Stock on the same
terms as the pre-Domestication warrants, with any fractional New USARE Warrants to be issued in connection with such separation rounded
down to the nearest whole warrant.

 On March 13, 2025 (the " Closing Date "),
we consummated the Business Combination and USARE OpCo became a direct wholly owned subsidiary of New USARE. On March
14, 2025, our shares of Common Stock and New USARE Warrants to purchase shares of Common Stock at an exercise price of $11.50 per share
began trading on Nasdaq under the symbols, "USAR" and "USARW," respectively.

 As a result of the Business Combination, we are
a holding company, all of whose assets are held directly or indirectly by, and all of whose operations are conducted through, USARE OpCo
and whose only direct asset consists of equity ownership of USARE OpCo. As the manager of USARE OpCo, we have all management powers over,
and full control of, the business of USARE OpCo, including the power to take all action we deem necessary, appropriate, advisable, incidental,
or convenient to accomplish the purposes of USARE OpCo set forth in its operating agreement (the " A&R Operating Agreement ").

 Unless otherwise indicated, the historical financial
information included in this annual report on Form 10-K (this " Annual Report "), including the audited financial statements
and the notes thereto in Part II. Item 8 and the information in Part II. Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations" are that of Inflection Point prior to the consummation of the Business Combination.
The audited consolidated financial statements of USARE OpCo as of and for the years ended December 31, 2024 and 2023 were included in
the Company's Current Report on Form 8-K, which was filed with the SEC on March 19, 2025.

 ii

 The Business Combination will be accounted for
as a reverse recapitalization in accordance with GAAP and not as a business combination. Under this method of accounting, Inflection Point
will be treated as the "acquired" company for financial reporting purposes. Accordingly, for accounting purposes, the Business
Combination will be treated as the equivalent of USARE OpCo issuing stock for the net assets of Inflection Point, accompanied by a recapitalization.
Upon the completion of the Business Combination, substantially all of the assets and business of the combined company are held and operated
by USARE OpCo and its subsidiaries. USARE OpCo has been determined to be the predecessor to the combined entity. Accordingly, in future
reporting periods, our financial statements will be prepared on a consolidated basis with the financial statements of USARE OpCo
beginning on the Closing Date and will represent a continuation of the financial statements of USARE OpCo.

 Unless otherwise noted or the context otherwise
requires, references to the "Company," "USARE," "USA Rare Earth, Inc.," "we," "us,"
or "our" refer to the business of USARE OpCo and its subsidiaries prior to the Closing and to the business of New USARE and
its subsidiaries, including USARE OpCo, following the Closing.

 References to a year refer to our fiscal years
ended on December 31 of the specified year.

 Certain monetary amounts, percentages and other
figures included herein have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may
not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100%
or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

 MARKET AND INDUSTRY DATA

 Information contained in this Annual Report concerning
the market and the industry in which New USARE competes, including its market position, general expectations of market opportunity, size
and growth rates, is based on information from various third-party sources, on assumptions made by New USARE based on such sources and
New USARE's knowledge of the markets for its services and solutions. This information and any estimates provided herein involve
numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally
state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance
as to the accuracy or completeness of such information. New USARE has not independently verified this third-party information. The industry
in which New USARE operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information
provided in this Annual Report are subject to change based on various factors, including those described in the sections of this Annual
Report entitled " Cautionary Note Regarding Forward-Looking Statements " and " Risk Factors — Risks Related
to Our Business and Industry " and elsewhere in this Annual Report.

 iii

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report contains forward-looking statements. These forward-looking
statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations
for New USARE's businesses. These statements are based on the beliefs and assumptions of the management of New USARE. Although New
USARE believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable,
New USARE cannot assure you that it will achieve or realize these plans, intentions or expectations. These statements constitute projections,
forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they
do not relate strictly to historical or current facts. When used in this Annual Report, words such as "anticipate", "believe",
"can", "continue", "could", "estimate", "expect", "forecast",
"intend", "may", "might", "plan", "possible", "potential", "predict",
"project", "seek", "should", "strive", "target", "will", "would"
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking.

 Forward-looking statements in this Annual Report and in any document
incorporated by reference in this Annual Report include:

 the ability to realize the benefits expected from the Business Combination;

 the ability to maintain the listing of the Common Stock and the New USARE
Warrants on Nasdaq;

 the ability to raise financing in the future and to comply with restrictive
covenants related to long-term indebtedness;

 the future financial performance of New USARE;

 New USARE's ability to retain or recruit, or to effect changes required
in, their respective officers, key employees or directors;

 New USARE's ability to comply with laws and regulations applicable
to its business; and

 expansion plans and opportunities.

 These forward-looking statements are based on information available
as of the date of this Annual Report and New USARE's management team's current expectations, forecasts and assumptions, and
involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of New
USARE and its directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing New
USARE's management team's views as of any subsequent date. New USARE does not undertake any obligation to update, add or to
otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether
as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be
required under applicable securities laws.

 You should not place undue reliance on these forward-looking statements.
Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect,
our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some
factors that could cause actual results to differ include, but are not limited to:

 the fact that New USARE has no history in commercial operations which limits
the accuracy of any forward-looking forecasts, prospects or business outlook or plans;

 that New USARE has generated negative operating cash flows and may
 experience negative cash flow from operations in the future and that New USARE may not be able to generate positive cashflow from
 its expected future business operations;

 there may be time delays, unforeseen expenses, increased capital costs, and
other complications;

 the magnet production business is subject to the availability of rare earth
element (" REE ") oxide and metal feedstock;

 fluctuations in demand for, and prices of, Neodymium Iron Boron (" NdFeB
or neo ") magnets, magnet materials, and necessary feedstock;

 inability to convert current commercial discussions and/or memorandums of
understanding with customers into definitive contracts;

 the growth of existing and emerging uses for neo magnets;

 iv

 changes in the global supply of neo magnets;

 the Round Top Project (as defined below) is at the exploration stage and
may not develop into a producing mine;

 operating in a highly competitive industry;

 changes in China's or the United States' political environment
and policies;

 inability to obtain sufficient capital or other resources necessary to provide
for such production;

 any failure by management to manage growth properly could negatively impact
our business.

 power or other utility disruption or shortage;

 increasing costs, including rising electricity and other utility costs, or
limited access to raw materials;

 fluctuations in transportation costs or disruptions in transportation services
or damage or loss during transport;

 any inability to meet individual customer specifications;

 diminished access to water;

 work stoppages or similar difficulties, breakdown in labor relations, or
a shortage of skilled technicians and engineers;

 failure to retain key personnel or attract additional qualified personnel;

 failure to comply with certain agreements with government entities that have
provided us with certain incentives and favorable financing;

 inability to access debt or equity capital when necessary or advisable;

 impacts of force majeure events;

 failure to develop and maintain relationships with local communities and
stakeholders;

 extensive and costly environmental requirements;

 the need to obtain and sustain governmental permits and approvals;

 failure to comply with applicable anti-corruption, anti-bribery, anti-money
laundering and similar laws and regulations;

 costs of compliance with environmental, health and safety regulations;

 the impacts of climate change;

 possible litigation risks, including permit disputes (including in respect
of access and/or validity of tenure), environmental claims, occupational health and safety claims and employee claims;

 any infringement of the intellectual property rights of third parties;

 failure to adequately protect intellectual property rights;

 issues with information technology systems, including cyber threats, disruption,
damage and failure; and

 use of resources and management attention related to the requirements of
being a public company in the United States.

 v

 Summary of Risk Factors

 Our business is subject to numerous risks and
uncertainties, including those highlighted in the section entitled " Risk Factors " in this Annual Report, that represent
challenges that we face in connection with the successful implementation of our strategy and the growth of our business. In particular,
the following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which
could cause a decline in the price of shares of our Common Stock or New USARE Warrants and result in a loss of all or a portion of your
investment:

 Risks Related to Our Business and Industry

 The Stillwater Facility is under
 development and is not yet completed, we have not commenced producing and selling neo magnets, and we have no history in
 commercial operations and the lack of commercial operations limits the accuracy of any forward-looking forecasts, prospects or
 business outlook or plans.

 We may not be able to generate positive cashflow
from our expected future business operations. Our long-term success will depend on implementing the business strategy and operational
plan of the Company, as well as our ability to generate revenues, achieve and maintain profitability and develop positive cash flows from
our magnet production.

 We may experience time delays, unforeseen expenses,
increased capital costs, and other complications while developing our Projects, these could delay the start of revenue-generating activities
and increase development costs.

 Until our Round Top Project is capable of satisfying
our feedstock needs, if ever, our business is subject to the availability of rare earth oxide and metal feedstock, in quantities and prices
that allow us to develop and commercially operate its Stillwater Facility.

 We may be adversely affected by fluctuations
in demand for, and prices of, neo magnets, magnet materials, and necessary feedstock.

 We may not be able to convert current commercial
discussions and/or memorandums of understanding with customers for the sale of our neo magnets and other products into definitive contracts,
which may have a negative effect on our business.

 The success of our business will depend, in part,
on the growth of existing and emerging uses for neo magnets.

 An increase in the global supply of neo magnets
or, dumping, predatory pricing and other tactics by our competitors or state actors may adversely affect our profitability.

 The Round Top Project is at the exploration
 stage and we have not commenced construction or commission of the mine nor related facilities, and the development of the Round Top
 Project into a producing mine is subject to a variety of risks, any number of which may cause the development of the Round Top
 Project into a producing mine to not occur, be delayed, or not result in the commercial extraction of minerals.

 We operate in a highly competitive industry in
a high demand and growth environment and additional manufacturing, refining and mining competitors could result in a reduction in revenue.

 Changes in China's or the United States'
political environment and policies, including changes in export/import policy may adversely affect our business.

 The production of neo magnets is a capital-intensive
business that requires the commitment of substantial resources; if we do not have sufficient capital or other resources necessary to provide
for such production, it could negatively impact our business.

 The amount of capital required for completion
and build-out of the Company's Projects may increase materially from our current estimates, and we expect to raise further funds
through equity or debt financing, joint ventures, production sharing arrangements or other means. Consequently, we depend on our ability
to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability
to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.

 A power, water, or other utility disruption or
shortage at our Projects could temporarily delay operations and increase costs, which may negatively impact our business.

 vi

 Increasing costs, including rising electricity
and other utility costs, or limited access to raw materials may adversely affect our profitability.

 We will need to produce our products to exacting
specifications in order to provide future customers with a consistently high-quality product. An inability to meet individual customer
specifications would negatively impact our business.

 Diminished access to water may adversely affect
our operations.

 Work stoppages or similar difficulties, breakdown
in labor relations, or a shortage of skilled technicians and engineers could significantly disrupt our operations and reduce our revenues.

 We depend on key personnel for the success of
our business. If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve
our desired level of growth and our business could suffer.

 We are subject to certain agreements with government entities that have provided us with certain incentives and favorable financing and
contain conditions and obligations, including local investment, job creation, and repayment terms, that, if not complied with, could negatively
impact our business or require us to repay that financing or lose access to those incentives.

 The holders of our preferred stock have certain
approval rights over actions taken by the Company, including related to incurring debt. If we are unable to secure those approvals or
do so in a timely manner, we may fail to access debt capital when otherwise necessary or advisable.

 Since its inception, the Company has generated
negative operating cash flows and we may experience negative cash flow from operations in the future. Our consolidated financial statements
have been prepared on a going concern basis.

 Risks Related to Legal, Compliance, and Regulations

 Our operations at our Projects are subject, or
may become subject, to extensive and costly environmental and other requirements; and current and future laws, regulations and permits
impose or may impose significant costs, liabilities or obligations or could limit or prevent our ability to continue our current operations
or to undertake new operations.

 We will be required to obtain and sustain governmental
permits and approvals to develop and operate the Projects, a process which is often costly and time-consuming. Failure to obtain or retain
any necessary permits or approvals for our planned operations may negatively impact our business.

 Risks Related to Intellectual Property and
Technology

 If we infringe, or are accused of infringing,
the intellectual property rights of third parties, it may increase our costs or prevent us from being able to commercialize new products.

 We may not be able to adequately protect our
intellectual property rights. If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed.

 We are dependent upon information technology
systems, which are subject to cyber threats, disruption, damage and failure. Any unauthorized access to, disclosure, or theft of personal
information we gather, store, or use could harm our reputation and subject us to claims or litigation. Further, a failure of our information
technology and data security infrastructure could adversely affect our business and operations.

 Risks Related to our Securities

 The Certificate of Designation for our
 Series A Cumulative Convertible Preferred Stock and the Series A Preferred Investor Warrants each contain "full ratchet"
 anti-dilution provisions and a VWAP adjustment provision applicable to the conversion price and exercise price, respectively, which
 result in a greater number of shares of Common Stock being issued upon conversions or exercises than if the conversions or exercises
 were effected at the conversion price or exercise price in effect currently.

 The requirements of being a public company in
the U.S., may strain our resources and divert management's attention, and the increases in legal, accounting and compliance expenses
that result from being a public company in the U.S. may be greater than we anticipate.

 Our certificate of incorporation provides, subject
to limited exceptions, that the courts of the State of Delaware are the sole and exclusive forum for certain stockholder litigation matters,
which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers,
employees or stockholders.

 There is no guarantee that the New USARE Warrants
will ever be in the money, and they may expire worthless.

 Your unexpired New USARE Warrants may be redeemed
prior to their exercise at a time that is disadvantageous to you, thereby making your New USARE Warrants worthless.

 The New USARE Warrants and Series A Preferred
Investor Warrants may have an adverse effect on the market price of the Common Stock.

 vii

 Unless otherwise indicated or the context otherwise
requires, references in this section to the "Company", "USARE," "we", "us", "our",
and other similar terms refer to USARE and its subsidiaries prior to the consummation of the Business Combination and refer to New USARE
and its subsidiaries immediately following the consummation of the Business Combination.

 Item 1. Business.

 Overview

 USARE is a company whose mission is to establish
a domestic rare earth magnet supply chain that supports the future state of energy, mobility, and national security in the United States.
USARE is developing a rare earth sintered neo magnet (" neo magnet ") manufacturing plant in Stillwater, Oklahoma, and
intends to establish domestic rare earth and critical minerals supply, extraction, and processing capabilities to both supply its magnet
manufacturing plant and market surplus materials to third-parties. Rare earth magnets are critical to various business sectors and industries,
including the defense, automotive, aviation, industrial, medical and consumer electronics industries, among others. USARE is planning
to take a broad approach to the industries it serves with the intention of providing high quality sintered neo magnets to a variety of
industries and customers. The Company's intention is to take a structured approach to building out its supply chain to supply feedstock
to its magnet facility. While our vision is to ultimately vertically integrate our operations, we will be evaluating each stage of the
magnet supply chain to find the optimal approach to maximizing value from mine to magnet. USARE controls rights to a deposit of rare earths,
the Round Top Deposit (as defined below), in West Texas. While this deposit could potentially provide significant value to USARE and its
operations over the long term, USARE initially will be focused on partnering with ex-China suppliers and building or buying the capabilities
we need to profitably manufacture high quality neo magnets in the United States. USARE's long-term approach — from
sourcing rare earths, in addition to other critical minerals such as gallium, to producing finished neo magnets — assists
in strengthening the United States' control over critical supply chains such as the supply of rare earth minerals and magnets
and thus reducing domestic reliance on foreign, particularly Chinese, imports. USARE's focus on developing domestic rare earth production
aligns with national priorities, offering the future potential of a sustainable and secure domestic supply of materials critical to key
industries.

 History of USARE

 USA Rare Earth, LLC, a Delaware limited liability
company, was organized in Delaware in 2019. In connection with the Company's organization a member of the Company contributed its
rights related to Round Top to the Company.

 In May 2021 the Company completed the acquisition
of 80% of the equity interests of Round Top Mountain Development LLC (" RTMD ") pursuant to a contribution agreement
with the Company, Texas Mineral Resource Corp. (" TMRC ") and RTMD whereby TMRC and the Company contributed their respective
rights and interests in and to Round Top to RTMD. Concurrently, the Company, TMRC and RTMD entered into a limited liability company
agreement of RTMD. As of December 31, 2024, USA Rare Earth, LLC is the owner of approximately 81% of the equity interests in
RTMD.

 On the Closing Date, we consummated the Business
Combination and Inflection Point Acquisition Corp. II was renamed "USA Rare Earth, Inc." As a result of the Business Combination,
we are a holding company, all of whose assets are held directly or indirectly by, and all of whose operations are conducted through, USARE
OpCo and whose only direct asset consists of equity ownership of USARE OpCo. As the manager of USARE OpCo, we have all management powers
over, and full control of, the business of USARE OpCo, including the power to take all action we deem necessary, appropriate, advisable,
incidental, or convenient to accomplish the purposes of USARE OpCo set forth in its A&R Operating Agreement

 USARE OpCo is the sole owner of USARE Rare Earth
Magnets, LLC, a Delaware limited liability company (" Magnet Sub "), which owns, directly or indirectly, the Company's
magnet equipment and real estate in Stillwater, Oklahoma comprising the Stillwater Facility.

 USARE's Facilities

 Stillwater, Oklahoma Magnet Manufacturing
Facility

 Magnet Production. The
Company's magnet production facility is located in Stillwater, Oklahoma (the " Stillwater Facility ").
The Stillwater Facility is an industrial facility of approximately 310,000 square feet that was built in 1984, with an addition being
added in 1988. The Stillwater Facility sits on an approximately 40-acre parcel that is serviced by municipal utilities. The facility,
as currently constructed, will allow for the buildout of up to 4,800 tpa nameplate capacity within the current facility. The large lot
surrounding the facility can also provide the space to build on new manufacturing capacity or capabilities in the future. USARE purchased
the Stillwater Facility in 2022 and has contributed significant capital into the facility to date, including initial acquisition costs,
structural improvements, renovations, the purchase of magnet production equipment, and purchase and installation of lab equipment for
the Company's in-house Innovations Lab (the " Lab ").

 The Stillwater Facility contains magnet production
equipment, which the Company owns outright. The Company engaged a third-party team with experience utilizing the equipment as independent
consultants to assist in the initial installation and testing of the equipment. The Company believes that this equipment, supported by
a third-party team who has run it successfully in the past, could help the Company rapidly commission the facility once completed.
The Company has ordered the remaining finishing equipment and has begun to build out the infrastructure it needs at the facility to support
commercial production with the intention of commissioning the facility in 2026

 In connection with the completion of the Stillwater
Facility, the Company is developing its Lab to support the Company's magnet production capabilities and accompanying required assessment
of finished product for satisfaction of customer specifications and requirements. On March 31, 2025 the Company announced it has commissioned
its Lab and will begin prototyping permanent neo magnets for its customers in the second quarter of 2025. The Lab will further support
our objective of completing the first phase of the Stillwater Facility to allow for the initial commercial production of neo magnets in
2026. For phase 1, we are targeting 1,200 tpa of nameplate capacity, which will require significant additional expenditures. We intend
to add future capacity in multiple phases over the next few years to ultimately achieve 4,800 tpa nameplate capacity. The speed of that
buildout will be based on future customer demand and market conditions. Our plan to sell to a diverse set of customers across a variety
of industries is expected to be a differentiator in the market. We also believe that our focus in developing strong, in-house lab
capabilities to develop new intellectual property ourselves, as well as together with our customers, to potentially improve magnet technology,
will provide a powerful incentive for customers to work with us in the coming years.

 Corporate Offices. The
Company's corporate offices are also located at the Stillwater Facility at 100 W Airport Road, Stillwater, Oklahoma 74075. From
this location, the Company manages its overarching business strategy, investor relations, and the development of partnerships with key
stakeholders in both the public and private sectors. Oklahoma provides access to a skilled workforce and a business-friendly environment.

 Colorado Mining Research Facility

 The Company's Wheat Ridge, Colorado facility
(the " Colorado Facility ") is the central hub for the Company's research activities focused on rare earth and
critical minerals extraction and separation as well as advanced processing technologies. The Colorado Facility is not a production facility,
but rather develops and refines the technologies that, with success, would be applied at the Company's Round Top Project. The current
focus of the Colorado Facility's research is the development of separation processes to minimize the use of organic solvents, intended
to result in a lower waste profile as compared to alternative separation methods.

 The Colorado Facility's work is critical
in creating new methods for separating and processing rare earths in a way that is both cost-effective and environmentally sustainable.
These efforts have been ongoing, and the facility has successfully separated a number of rare earths, including dysprosium and terbium,
among others, from its Round Top Deposit to date. These efforts support the Company's commitment to domestic rare earth production
and the long-term stability of the United States' rare earth supply chain.

 The Colorado Facility comprises two leased buildings
adjacent to each other. The Company renewed its leases on both buildings in February 2025 with both leases expiring in the first quarter
of 2028. As further discussed below, the Company holds a radioactive equipment registration issued for the benefit of its Colorado Facility.

 Round Top Mountain

 Overview. USARE
controls the mining rights to Round Top Mountain, which is an above-ground mineral deposit near Sierra Blanca, Texas that contains a large
deposit of rare earths, including both light and heavy rare earths, such as neodymium, dysprosium, and terbium, as well as other critical
minerals such as gallium, beryllium and lithium among others (such deposits, collectively, the " Round Top Deposit ",
and USARE's development there, the " Round Top Project," and together with the Stillwater Facility, the " Projects ").
One of the most significant aspects of the Round Top Deposit is its deposit of heavy rare earths, which are particularly scarce but critical
for the production of high-performance neo magnets. The presence of heavy rare earths in great quantities could become a significant competitive
advantage to USARE, and value creator, as heavy rare earths such as dysprosium and terbium are critical to magnet production and tend
to be of much higher value in commodity markets due to their rare nature. In contrast to light rare earths, such as those found at Mountain
Top in California, heavy rare earths are, in general, significantly harder to source and are primarily mined in China, underscoring the
importance of establishing Round Top Deposit as a critical domestic supply of rare earth and critical mineral feedstock. In addition to
rare earths, the Round Top Deposit also contains a large deposit of gallium, a critical mineral for semiconductor, computer chip and some
military technologies, among others, that were recently banned for export to the United States by China. China is the source of approximately
98% of primary gallium according to a January 2023 USGS Mineral Commodity Summary on gallium. In addition, the deposit holds beryllium,
which is used in a variety of technologies from x-rays and MRIs to military radar and nuclear power. Finally, the Round Top Deposit holds
lithium, a critical material for battery production, making it a dual-source project that supports the electrification of vehicles, production
of renewable energy technologies, and defense technologies, among other critical industries. Rare earth oxide is a necessary component
in producing NdFeB alloy used to produce neo magnets.

 Round Top Mountain is approximately eight miles
southeast of Sierra Blanca, Texas. Sierra Blanca, the county seat of Hudspeth County, is itself approximately 85 miles southeast of El
Paso, Texas. The Round Top Project's approximate center is located at 31.2766 N, 105.4742 W. Round Top Mountain's
location allows access to nearby Interstate 10 and Ranch Road 1111, and potential access to the nearby Union Pacific Railroad which has
two main branches approximately three miles from Round Top Mountain. The Company expects Interstate 10 and the Union Pacific Railroad
to aid in the future distribution of rare earth and critical minerals once the Company's Round Top Project is fully operational
and producing. Although not critical to scaling up its magnet production, the Company intends for its Round Top Project to serve as a
long-term additional source of feedstock for its magnet production at the Stillwater Facility, which would help the Company achieve
its goals of providing domestic, virgin feedstock for its magnet production.

 The Company believes that the integration of the
Round Top Project's mine into its operations would not only help it meet growing demand for both domestic rare earth magnets and
battery materials, but also importantly allow it to achieve greater supply chain security, cost control, and independence from foreign
suppliers.

 For more information about the Round Top Project,
see the section entitled "— Description of the Round Top Project ".

 Market Opportunity and Growth

 Science and Construction of Neo Magnets

 Neo magnets are one of the most powerful
types of permanent magnets commercially available, as noted in a February 2023 report by the U.S. Department of Commerce, Bureau of Industry
and Security. Neo magnets exhibit strong magnetic properties due to the atomic structure of neodymium, a rare earth, which permits a dense
concentration of magnetic field lines. This allows for the production of neo magnets that can produce powerful magnetic fields relative
to their size and weight and may be resistant to demagnetization, making them ideal for applications that require both high efficiency
and compactness, such as electric vehicle motors, wind turbines, and advanced electronics.

 The production of neo magnets involves a sophisticated
process that includes the alloying of neodymium with iron and boron, followed by additional processing techniques to form the desired
magnetic shape and performance. The properties of the magnets can be further enhanced by adding heavy rare earths such as dysprosium and
terbium through additional post-sintering processing in a process called "Grain Boundary Diffusion" which can increase
the magnets' resistance to heat — a critical factor for high-performance applications. This technological complexity,
coupled with the limited availability of key rare earth materials, has made the development and production of neo magnets a highly specialized
and strategically important industry.

 The Rare Earth Magnet Industry: Challenges
and Growth Opportunities

 The global rare earth magnet industry has experienced
rapid growth over the past decade according to the 2024 Statistical Review of World Energy by the Energy Institute, driven by the rise
of electric vehicles, renewable energy technologies, and advanced electronics. Neo magnets are crucial to these technologies due to their
high magnetic strength and resistance to demagnetization. As nations push globally for cleaner energy solutions and decarbonization, the
demand for neo magnets is expected to continue growing significantly as noted by the U.S. Department of Energy in its 2022 supply chain
deep dive assessment "Rare Earth Permanent Magnets" (the " DOE Report ").

 However, the industry faces notable challenges.
China currently dominates the global supply chain of the world's rare earth production. This creates supply chain vulnerability
for other nations, particularly the United States, as geopolitical tensions and export restrictions (such as China's December 2023
rare earth technology export ban) could disrupt access to these critical materials. Additionally, rare earth extraction and processing
is generally environmentally challenging, requiring the development of more sustainable and efficient technologies to meet global demand
while minimizing potential environmental impact.

 Despite these challenges, USARE believes that
both the domestic and global rare earth magnet industries are poised for substantial growth. The global shift toward electrification of
transportation, the rise of wind energy, and the ongoing demand for advanced electronics create significant opportunities for manufacturers
that can establish stable and sustainable supply chains. The automotive industry is a major purchaser of neo magnets, particularly in
connection with the production of electric vehicles that require neo magnets for traction motors, which are crucial components to the
performance and efficiency of electric cars. As countries set aggressive targets for electric vehicle adoption in an effort to combat
climate change, the demand for neo magnets is expected to surge over the next decade, as noted in the DOE Report. Even in a potential
scenario of slower growth for electric cars that is now possible in the United States due to the anticipated changing policies of the
Trump administration, there are significant growth opportunities for domestic supply of neo magnets in the existing domestic market due
to potential instability in supply of rare earth magnets from China. In addition, growth in EV sales globally outside of China and the
United States remains robust. Similarly, wind turbines rely on neo magnets for their generators, which convert wind energy into electricity.
As governments worldwide set ambitious targets for increasing the share of renewable energy in their power grids, the installation of
new wind turbines is expected to rise, further driving the need for neo magnets as noted in the DOE Report. While the recent Trump administration
executive order to stop the building of wind turbines on federal lands and offshore may slow down the growth of this industry in the United
States, we believe that global growth in wind power outside of China will continue to increase, and existing infrastructure projects in
the United States will need to be maintained and have their parts replaced in the coming years. In addition, the use of magnets includes
a wide variety of other industries, including industries as diverse as robotics, medicine, semiconductors, computing, power tools, among
others. Importantly, the defense industry is a critical consumer of neo magnets, which uses them in precision-guided munitions, radar
systems, aerospace technology, and naval craft. As nations invest in not only modernizing their defense capabilities, but also in purchasing
from safer domestic supply the demand for domestic neo magnets in defense technologies is expected to continue to grow as noted in the
DOE Report.

 The Company believes it is well-positioned to
capitalize both on existing domestic demand, which is currently sourcing magnets from China, as well as on the anticipated growth in the
demand for neo magnets and reduce United States reliance on foreign suppliers.

 Business Plan

 Stage I: Feedstock Relationships
and Initial Neo Magnet Production

 The first stage of the Company's business
plan is focused on laying the groundwork for its neo magnet production by predominantly securing essential raw material feedstock through
strategic business relationships and launching initial production of neo magnets at its Stillwater Facility. While ultimately the Company
intends to satisfy its feedstock needs through the future development of its Round Top Project, the Company does not believe it is critical
to success and in the near term the Company intends to source its feedstock needs from third-party suppliers.

 Feedstock Sources

 The Company has established a business relationship
with a supplier of feedstock to supply a portion of its raw material feedstock to USARE for use in the initial production of the Company's
neo magnets. The supplier is a vertically integrated, producer of critical metals and NdFeB alloy (also known as " strip cast ")
produced from rare earth oxides, with the ability to source rare earth oxides from sources other than China. USARE has entered into a
long-term Metal Sales and Tolling Framework Agreement with the supplier, whereby USARE has agreed to purchase 60% of its NdFeB feedstock
for phase 1 and 2 of its magnet production capacity from the supplier. The agreement is effective through December 31, 2028,
subject to earlier termination by the parties. The purchase price for the strip cast feedstock that USARE purchases from the supplier
will be determined in accordance with a set schedule, which ties the purchase price to a relevant index and certain chemical specifications.

 The Company intends to establish relationships
with additional companies to assist in meeting its planned future feedstock requirements to continue to build out and strengthen its domestic
and global supply of rare earths from third-parties until such time that the Round Top Project is able to substantially augment its
current supply of light and heavy rare earths needed for production, and such activities may include rare earth oxide supply agreements
once the Company is able to utilize rare earth oxide feedstock for in-house alloy production.

 Initial Neo Magnet Production

 Stage I of the Company's business plan
includes the completion of the Stillwater Facility, its magnet production facility in Stillwater, Oklahoma. Upon completion of the facility
and the initial production of neo magnets, the Company expects its Stillwater Facility to be one of the first United States-based producers
of neo magnets. Magnet production at the Stillwater Facility is currently planned in three phases, starting with 1,200 tpa nameplate capacity
in phase 1 and potentially doubling in each subsequent phase to a total planned production of 4,800 tpa nameplate capacity. The Stillwater
Facility is expected to initially have a production line with 600 tpa nameplate capacity utilizing currently owned equipment, with a goal
to complete the remaining phase 1 capacity (representing a total of 1,200 tpa nameplate capacity in phase 1) in 2026. The Company believes
this will make the Stillwater Facility one of the most significant sources of neo magnets outside of China, once complete. Unlike its
competitors, the Company is not building its initial lines for a single customer and is instead focused on building a manufacturing facility
and capability that is flexible enough) to serve a variety of customers in diverse industries. It is the Company's belief that such an approach will allow it to reach its early revenue targets sooner than it might otherwise
would be able to through due to the long qualification process with large automotive clients.

 The Company is in the process of engaging potential
customers for offtake agreements.

 Stage II: Scaling Magnet Production
and Expanding Business Partnerships

 Stage II of the Company's
business plan is focused on scaling magnet production at its Stillwater Facility and expanding the Company's business
relationships, both with feedstock suppliers and customers. The Company intends to scale magnet production at its Stillwater
Facility from 1,200 tpa nameplate capacity in phase 1 through phases 2 and 3 of magnet production capacity, potentially doubling the
production of the prior phase, with a target total nameplate capacity of 4,800 tpa. How rapidly the Company will scale is dependent
on demand and access to the capital to do so. To support the increased production, the Company intends to (i) expand its
partnerships and supply agreements with key industry players, and (ii) develop in-house metal making and strip casting
capabilities to support its magnet production, to help provide for the continued and reliable flow of feedstock into the
Company's production lines at the Stillwater Facility until its Round Top Project is capable of satisfying the Company's
feedstock needs. These expanded partnerships will help the Company diversify its feedstock supply sources, reduce potential supply
chain risks and assist in further securing the Company's position in the neo magnet market.

 Additionally, the Company is working to strike
a balance between obtaining a sufficiently broad customer base and securing offtake that can jumpstart production, which could come from
large manufacturers over time. Over time, the Company will be engaged in discussions with potential customers for offtake agreements.
The Company's target customers for offtake could include key players in the automotive, energy, and defense industries, each of
which requires a reliable and long-term supply of neo magnets. By seeking to secure multi-year offtake agreements, the Company
aims to lock-in demand for its products, minimize market volatility risks and provide for a consistent revenue stream.

 Stage III: Mining Development
at Round Top Mountain

 Stage III of the Company's business
plan represents the full realization of the Company's longer-term strategy. In this stage, the Company intends to focus on
developing the mining operations at its Round Top Project. While the Company does not believe the development of the Round Top Deposit
is critical to our success in our magnet business, once operational, the Round Top Project's mine is expected to provide a domestic
source of rare earths, feeding directly into the Company's Stillwater magnet production facility, as well as selling to the broader
rare earth commodity markets. By developing the Round Top Project into an economically producing mine, the Company aims to be able to
self-sustain magnet production operations without relying on external sources for rare earth feedstock. This development is expected
to enable the Company to maintain cost efficiencies and quality control over the entire production process. As part of its long-term growth
strategy, the Company aims to expand the production capacity of both the Round Top Project and its Stillwater Facility, solidifying the
Company's efforts as it seeks to position itself as a key player in the domestic and global rare earth markets. Through the development
of the Round Top Project into an economically producing mine, the Company intends to enhance its capacity to meet the rapidly growing
demand for rare earth and critical minerals, positioning itself as a leader in the transition to a more secure energy future. If successful,
this stage will mark the full vertical integration of the Company's operations from mine to magnet and is expected to open up new
markets and revenue streams for the Company.

 The Company acknowledges that investing in mining
deposits such as Round Top holds inherent risks. It is our intention to take a structured and measured approach to the development of
the mine. We are planning a five phased approach: (1) flow sheet development, (2) prefeasibility study, (3) pilot plant, (4) definitive
feasibility study, and (5) detailed engineering, construction, and commissioning of the mine.

 At each stage of this phased approach, investment
requirements are expected to increase as we define the economic and operational basis for the future mine. Today, we are investing in
research to establish a technically sound flow sheet. Once we have established an economically viable execution strategy in our prefeasibility
study following this flow sheet, we intend to construct pilot facilities to validate the Round Top process and provide data for detailed
engineering. By moving to a pilot phase, we can minimize investments while further reducing the execution risk inherent in the building
of a full-scale producing mine. The results of each stage of this approach allow us the opportunity to pause or stop development,
if results are negative, or increase our commitment if results are positive; thereby reducing our risk. This measured and focused approach
will allow us to both manage cash in these early years, as well as pause or stop development if it looks like the mine may not be viable
over the long term, either due to operational constraints or changes in the rare earth market itself.

 Patents, Trademarks, and Licenses

 USARE has applied for a United States patent
in connection with its methods for metal extraction. This patent application is currently pending. Additionally, the Company utilizes
trade secret protection and non-disclosure agreements to protect its proprietary rare earth technology. USARE holds a trademark for
its logo. Generally, the Company relies on a combination of trade secret protection, non-disclosure and licensing agreements, patents
and trademarks to establish and protect its proprietary intellectual property rights.

 Government Programs and Grants

 Tax Incremental Financing

 On June 6, 2022, USARE executed a redevelopment
agreement providing for tax increment financing (the " TIF Agreement ") with the Stillwater Economic Development
Authority (the " Authority "), a public trust having as its beneficiary the City of Stillwater, Oklahoma, whereby the
Authority has provided upfront development financing assistance to USARE of $7.0 million for the development of the Stillwater Facility
(the " Upfront Assistance "). Additionally, entry into the TIF Agreement made the Company eligible to receive a manufacturing
and research and development ad valorem tax emption for a period of five years. The Company applied and received approval for the
ad valorem tax exemption for the year ending December 31, 2023. After the expiration of the exemption period, the TIF Agreement requires
the Authority to disburse to the Company 90% of the incremental ad valorem taxes generated by the ad valorem taxes assessed against the
Stillwater Facility and paid by the Company. Under the terms of the TIF Agreement, among other things, the Company is required to complete
the Stillwater Facility and in doing so to make an investment of approximately $140 million, including $9.9 million in building
and land acquisition costs, $17 million in immediate building improvement construction costs and $113 million in additional
building improvements and new equipment purchases, and to employ a specified number of employees at specified levels of median compensation
at various stages of the development. Subject to agreed extensions, the Company agreed to commence certain phases of the development of
the Stillwater Facility by no later than March 31, 2026, and complete that advanced development by no later than June 30, 2027,
subject to certain exceptions. Should the Company default on its obligations under the TIF Agreement and after certain notice, cure periods
and possible exceptions, the Authority may terminate the TIF Agreement and could make demand for immediate repayment in full of the Upfront
Assistance.

 Governor's Fund

 On April 15, 2022, as restated on July 1,
2024, USARE entered into an agreement with the Oklahoma Department of Commerce to receive a $1.2 million award to be used for the
renovation of an existing building at the Stillwater Facility (the " Governor's Fund Agreement "), to be paid in
$0.6 million increments when the Company had cumulatively spent $1.0 million and $2.0 million, respectively, in qualifying
costs related to developing the Stillwater Facility by March 31, 2023, and May 31, 2023, respectively. As of December 31,
2023, the Company incurred qualifying costs that exceeded the cumulative $2.0 million threshold specified in the Governor's
Fund Agreement. The total award of $1.2 million was requested and received by the Company on April 6, 2023. Per the terms of
the Governor's Fund Agreement, the award is subject to repayment if the Company does not invest over $50 million in project,
real and personal property improvements (as described in the Governor's Fund Agreement) at the Stillwater Facility as well as comply
with employment requirements of creating and fulfilling at least 100 new direct jobs at the Stillwater Facility at specified compensation
levels and certain other limited circumstances. The Company is currently seeking to comply with such requirements.

 Jobs Program

 In 2022, USARE was accepted for participation
in the Oklahoma Quality Jobs Program (" Jobs Program "), an incentive program that provides qualifying companies quarterly
cash rebates of up to 5% of the wages paid for new direct jobs created for a period of up to 10 years, with, in the case of the Company,
a maximum payout of approximately $2.8 million, if it makes a qualifying claim for payment under the Jobs Program prior to January 1,
2026 and fulfills certain conditions pursuant to an agreement between Magnet Sub and the State of Oklahoma, dated December 19, 2022 (the
" Jobs Program Agreement "). Under the Jobs Program Agreement, the Company must meet or exceed applicable payroll and
employee headcount requirements and maintain operations in Oklahoma for a specified period. To date, the Company has not become eligible
to make any claims under the Jobs Program.

 Competition

 The Company faces, or is expected to face, significant
competition both domestically and globally in the rare earth market, particularly in the production of sintered rare earth neo magnets.
The most prominent global competitor is China, which controls a substantial majority of the world's rare earth magnet production
and has established dominance in the neo magnet supply chain and magnet production. China's rare earth and magnet industries benefit
from extensive government support, allowing Chinese companies to offer rare earths and magnets at subsidized prices, often undercutting
other producers. Moreover, Chinese companies have invested heavily in improving their processing capabilities, giving them a technological
and cost advantage in the global market. Since December 2023, China has banned the export of such technologies and capabilities.
This dominant stronghold poses a challenge for the Company as it seeks to build a vertically integrated domestic supply chain.

 Domestically, the Company competes with a small
number of companies, including MP Materials Corp. which is operating the only major rare earth mine in the United States and recently
began commissioning a 1,000 tpa magnet facility in Fort Worth, Texas. Additionally, there is growing competition from emerging players
that are developing innovative technologies for rare earth separation and processing, as well as magnet production. As the demand for
rare earth materials and neo magnets grows, the Company will need to not only navigate price competition but also innovate in separation
and processing techniques while simultaneously securing long-term customer offtake agreements.

 Seasonality and Business Cycles

 The Company's operations in magnet production,
and its planned future operations in mining, are both subject to certain seasonality and business cycles that can affect production output
and market demand. These cycles are influenced by external factors such as weather conditions, regulatory changes, fluctuations in raw
material prices whether due to changes in supply, demand, or inflation, and market demand for end products such as electric vehicles,
renewable energy, and defense applications.

 The demand for neo magnets can be cyclical. This
demand is often driven by customer sentiment and demand, which may align with government policy changes, incentive programs, and general
economic cycles. How this cyclicality may or may not affect USA Rare Earth will depend on the concentration of our customers in specific
industries as we scale. With our planned strategy of serving a wide range of industries, we believe this cyclicality may be offset by
a diverse set of customers in differing industries.

 Human Capital

 The Company's workforce spans multiple
states, with employees located in Texas, Oklahoma, Missouri, California, Colorado, Ohio, and Florida, and encompasses a diverse range of
professionals, including engineers, scientists, mining specialists, and manufacturing experts. The Company's leadership is
focused on attracting, developing, and retaining top talent across these areas to support its mission in building a vertically
integrated domestic supply chain for rare earths and rare earth neo magnets. As of December 31, 2024, the Company had 29 employees.
We have not experienced any work stoppages. None of our employees are represented by a labor union or are parties to a collective
bargaining agreement.

 A significant challenge for the Company and the
broader rare earth industry is the shortage of experienced magnet production and mining professionals. The specialized nature of magnet
production and rare earth mining, processing, and refining requires expertise that has been in decline, particularly in the United States,
where magnet production and rare earth mining has been limited for decades. This shortage could present significant obstacles for companies
like USARE that are working to establish a vertically integrated, domestic rare earth supply chain. The lack of skilled professionals
with the necessary expertise can slow down project timelines, increase operational costs, and foster reliance on international talent.

 Environmental, Health and Safety Matters

 The Company is, or may become, subject to numerous
and extensive federal, state and local laws, regulations, permits and other legal requirements applicable to the magnet production, mining
and mineral processing industries, including those pertaining to employee health and safety, air emissions, water usage, wastewater and
stormwater discharges, air quality standards, greenhouse gas (" GHG ") emissions, waste management, plant and wildlife
protection, handling and disposal of hazardous and radioactive substances, remediation of soil and groundwater contamination, land use,
reclamation and restoration of properties, the discharge of materials into the environment and groundwater quality and availability. Such
laws, regulations, permits and legal requirements have had, and will continue to have, a significant effect on our results of operations,
earnings and competitive position. Environmental laws and regulations, as well as stakeholder expectations, continue to evolve, which
may require us to meet stricter standards and give rise to greater enforcement, result in increased fines and penalties for non-compliance,
and result in a heightened degree of responsibility for companies and their officers, directors and employees. Future laws, regulations,
permits or legal requirements, as well as the interpretation or enforcement of existing requirements, may require substantial increases
in capital or operating costs to achieve and maintain compliance or otherwise delay, limit or prohibit operations, or other restrictions
upon, our current or future operations or result in the imposition of fines and penalties for failure to comply. Complying with this panoply
of regulations is complicated and requires significant attention and resources. The Company's employees have a significant amount
of experience working with various federal, state and local authorities to address compliance with such laws, regulations and permits;
however, we cannot assure you that at all times we have been or will be in compliance with such requirements.

 The Company expects to continue to incur significant
sums for ongoing operating environmental expenditures, including salaries, and the costs for monitoring, compliance, reporting, pollution
control equipment and permitting. In addition, the Company plans to invest significant capital to maintain and upgrade certain infrastructure
related to environmental sustainability and safety.

 At the Stillwater Facility, the Company currently
holds and is implementing a Spill Prevention and Countermeasures Control (" SPCC ") Plan. At the Round Top Project, the
Company has obtained coverage under the Texas Commission on Environmental Quality (" TCEQ ") Construction Stormwater
Permit TXR150000 and maintains the associated Storm Water Pollution Prevention Plan.

 At one or both sites, the Company currently expects
that it may need to obtain many or all of the following permits in the future to conduct its business as currently planned:

 Radioactive equipment registration

 Petroleum storage tank registration

 Industrial stormwater permit (or coverage under a general stormwater
permit)

 Industrial waste registration

 Air emissions permit

 Industrial waste water on-site sewage and/or process water
discharge permit

 Other building and/or construction permits

 Environmental, Health & Safety
Laws and Regulations

 The numerous and extensive federal, state and
local environmental, health and safety laws and regulations to which the Company is or may be subject include the laws and regulations
listed below. Violation of such laws and associated regulatory programs can result in civil, criminal and administrative penalties and
substantial liability for the costs of correcting violations and remediating any environmental damage caused by the violations. Under
certain statutes, private citizens may bring enforcement suits. We expect to maintain regular communication with regulatory bodies to
stay updated on any changes or additional requirements.

 Mine Health and Safety Laws. To
fully adhere to the safety standards enforced by the Mine Safety and Health Administration (" MSHA") under the
Federal Mine Safety and Health Act of 1977, we plan to develop comprehensive mine safety and health programs in connection with
the commissioning of the Round Top Project's mine if and when such commissioning occurs including, but not limited to, regular MSHA
inspections and reporting protocols, mandatory MSHA training programs (Part 46/48) for all personnel, implementation of emergency
response and hazard mitigation plans, and continuous monitoring of air quality, dust, noise, and other environmental health factors.

 Surface Mining Control and Reclamation. We
may in the future, if and when the Round Top Project is a producing mine, be subject to applicable mining controls and land reclamation
requirements. These controls and requirements generally establish operational, reclamation, and closure standards for surface mining operations.
It is likely that we will need to meet comprehensive environmental protection and reclamation standards during the course of, and upon
completion of, mining activities, and any failure to meet such standards may subject us to fines, penalties, or other sanctions.

 Endangered Species Act. The
Endangered Species Act (" ESA ") and comparable state statutes regulate activities that could have an adverse effect
on threatened and endangered species, including the habitat and ecosystems upon which they depend. Compliance with ESA requirements can
significantly delay, limit, or even prevent the development of projects, including the development of mining claims, and can also result
in increased development costs. In addition, the ESA authorizes both civil and criminal penalties for ESA violations and authorizes citizen
suits against any person alleged to be in violation of the ESA.

 National Environmental Policy Act. The
National Environmental Policy Act (" NEPA ") require agencies to integrate environmental considerations into their decision-making processes
by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives
to those actions. If a proposed federal action could significantly affect the environment, the agency must prepare a detailed statement
known as an Environmental Impact Statement (" EIS "). The United States Environmental Protection Agency (the " EPA "),
other agencies, and any interested third parties may review and comment on the scoping of the EIS and the adequacy of and findings set
forth in the draft and final EIS. This process can cause delays in issuance of required permits or result in changes to a project
to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.

 Clean Water Act. The
Clean Water Act (" CWA ") and comparable state statutes impose restrictions and controls on the discharge of pollutants
into waters of the United States (or state waters under state laws). The CWA can regulate storm water from mining facilities and
require a storm water discharge permit for certain activities. The CWA and regulations implemented thereunder also prohibit discharges
of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit.
CWA regulations and controls generally have become more stringent over time, and it is possible that additional restrictions will be imposed
in the future.

 Safe Drinking Water Act. The
Safe Drinking Water Act (" SDWA ") and comparable state statutes, the Underground Injection Control (" UIC ")
program, and related state-administered programs regulate the drilling and operation of subsurface injection wells.

 Clean Air Act. The
Clean Air Act (" CAA ") and comparable state statutes govern the emission of air pollutants from many stationary and
mobile sources, including mining, beneficiation, and processing activities. Our operations may produce air emissions, including fugitive
dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources, such as trucks and heavy
construction equipment, that are subject to review, monitoring, control requirements and emission limits under the CAA and state air quality
laws. New sources, equipment or process enhancements, including with respect to the growth of our operations and Stage II optimization
projects, may require additional permits, and existing sources may be required to incur capital costs to remain in compliance. In addition,
permitting rules and issued permits or licenses may impose conditions or other limitations on production levels or result in additional
capital or other expenditures to comply with such rules or permits.

 Comprehensive Environmental, Response, Compensation,
and Liability Act ("CERCLA"). CERCLA and comparable state laws impose strict, joint and several
liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous
substances found at such sites, regardless of the lawfulness of the original activities that led to the contamination. Moreover, current
owners or operators of sites can be held liable for contamination caused by others, including former owners or operators, even if the
current owners or operators did not contribute to the contamination. CERCLA authorizes the EPA and, in some cases, third parties to take
actions in response to threats to public health or the environment and to seek to recover from the potentially responsible parties the
costs of such actions.

 Resource Conservation and Recovery Act ("RCRA"). RCRA
and comparable state statutes govern the generation and disposal of solid waste and hazardous waste. Although certain mining, beneficiation,
and mineral processing wastes currently are exempt from regulation as hazardous wastes under RCRA, EPA has limited the disposal options
for certain wastes designated as hazardous wastes under RCRA. It is possible that wastes generated by our operations may in the future
be designated as hazardous wastes and may therefore become subject to more rigorous and costly management, disposal, and clean-up requirements.

 Atomic Energy Act. The
Nuclear Regulatory Commission (" NRC "), pursuant to its authority under the Atomic Energy Act of 1954, as
amended, oversees the regulatory framework governing the control of radioactive materials, including beneficiation and processing of rare
earths that contain radioactive source materials such as uranium and thorium. The NRC is responsible for issuing licenses that govern
the handling of source material involving certain concentrations of radioactive material. Our Round Top Project operations, once the Round
Top Project mine is operational, including waste generation, may be subject to NRC regulations in order to receive title to, possess,
use, transfer, deliver or export source and byproduct materials.

 Workers' Compensation Laws. Workers'
compensation laws in the states in which we operate govern our compensation of employees for work-related injuries. Agencies in those
states consider changes in workers' compensation laws from time to time. Our costs will vary based on the number and severity of
accidents that may occur at our facilities and our costs of addressing these claims. We are insured under various workers' compensation
programs for our operations at our facilities.

 From time to time, we may become involved in legal
proceedings or be subject to claims that arise in the ordinary course of our business, the outcomes of which are subject to uncertainty.
Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management
time, create a negative perception of the company with communities, stakeholders, and government agencies and result in the diversion
of significant operational resources. See Item 3 — Legal Proceedings for information regarding legal proceedings.

 Description of the Round Top Project

 History. The
Round Top Deposit, located in Hudspeth County, Texas near the city of Sierra Blanca, Texas, was initially identified as a potential source
of minerals in the mid-20 th century and has long been recognized for its minerology, particularly its rare earths including
heavy rare earths that are critical for a variety of advanced technologies. However, despite its potential, the Round Top Deposit remained
largely untapped for many years due to the lower global demand for rare earths and the dominance of cheaper feedstock from foreign
markets, particularly from China.

 Interest in the Round Top Deposit resumed in the
early 21 st century as geopolitical concerns and technological advancements led to a renewed focus on securing domestic
supplies of critical materials such as rare earths. The Round Top Deposit is considered exceptional in its geological composition, as
it contains gallium, lithium, and at least 15 of the 17 rare earths, including a particularly high estimated concentration of heavy
rare earths like dysprosium and terbium.

 Documented exploration began in Sierra Blanca
in the 1970s when W.N. McAnulty initiated trenching and limited drilling of fluorite deposits in the vicinity of Sierra Blanca, Texas.
McAnulty recognized and identified beryllium mineralization associated with the massive fluorite. Adverse economic conditions for fluorite
precluded development. In the 1970s, several uranium companies identified anomalous radiation and associated mineralization associated
with the beryllium-fluorite deposit.

 During the 1980s, Cabot Corporation (" Cabot "),
a large chemical company with a beryllium fabrication division, initiated exploration at Round Top Mountain for beryllium. In 1987, Cyprus
Metals Company (" Cyprus ") entered into a joint venture with Cabot and took over the project. The Cyprus exploration
program drilled Sierra Blanca, Round Top Mountain and Little Round Top. Eventually, Cyprus focused on Round Top, specifically the "west
end ore zone". Extensive development drilling (82,000 feet), underground exploration drift (1,115 feet) and trial mining resulted
in the completion of an internal feasibility study in June 1988 (Cyprus Sierra Blanca, Inc., 1988), which study would not be sufficient
for Item 1300 purposes.

 During the Cabot-Cyprus development project,
the Texas Bureau of Economic Geology (" BEG ") conducted extensive research at Round Top and the surrounding area. The
study identified beryllium mineralization and rare earth mineralization in the rhyolite. The research resulted in the three publications,
one in 1987 on the mineralogy of the rhyolite (Rubin, et al., 1987), another in 1988 on the beryllium mineralization (Rubin et al., 1988),
and another in 1990 on the detailed mineralogy and geochemistry of the rhyolite (Price et al., 1990). The 1990 Price, et al., publication,
Geological Society of America Special Paper 246, is generally considered the most complete publication to date on Round Top.

 In late 2007, Standard Silver Corporation, later
to be renamed TRER in 2010, and then TMRC in 2013, acquired prospecting permits for Round Top from the Texas General Land Office (" GLO ").

 Accessibility. The
Round Top Project is located approximately eight miles northwest of the town of Sierra Blanca, Texas, which is the nearest town to Round
Top Mountain and has a small population. The site is accessed from Interstate 10 through a series of paved and unimproved dirt roads.
The property is not traversed by county roads and consists of a series of graded and primitive jeep roads. The nearest major airport is
located in El Paso, Texas, 88 miles to the northwest. The site is approximately three miles north of Interstate 10. A railroad line is
located near the Round Top Project and a spur line stops at a stone quarry within three miles of the Round Top Project. Skilled mining
labor and support could potentially be found in the El Paso area and in the mining areas of New Mexico and Arizona.

 Ownership; Land and Water Leases.

 RTMD is a limited liability company majority owned
and controlled by USARE for the purpose of developing the Round Top Deposit. TMRC (a mining exploration company) is the minority owner
of RTMD. In May 2021, the Company completed the acquisition of 80% of RTMD, which controls the Company's Round Top Project,
including 100% of the mining rights to the Round Top Deposit, by entering into a Contribution Agreement and Operating Agreement with TMRC. This
acquisition resulted in the consolidation of RTMD with USARE, and the recording of a "non-controlling interest" for the
remaining 20%. Since May 2021, TMRC has elected to forfeit some of its ownership in RTMD in exchange for USARE meeting TMRC's
capital call obligations.

 As of December 31, 2024, USARE owns 81% of
the equity interests in RTMD, with TMRC owning the remaining approximately 19%. Pursuant to RTMD's governing documents, in the event
that TMRC does not fund its share of mandatory capital contributions called for by USARE as managing member, USARE is obligated to cover
the shortfall by making additional capital contributions to RTMD. In the event that USARE does not cover the shortfall, the capital
call will be withdrawn. If the capital call is funded by USARE, additional equity interests in RTMD will be issued to USARE and TMRC will
be proportionally diluted in accordance with the amended and restated limited liability company agreement.

 The Round Top Deposit is located on state property
owned by the GLO. RTMD is party to a 19-year initial term, renewable Mining Lease Agreement (M-113117) with the GLO, dated September 2,
2011, and amended on January 26, 2012, March 29, 2012, and September 14, 2022. M-113117 will expire on September 1,
2030 unless extended. RTMD has also entered into an additional 19-year renewable Mining Lease Agreement (M-113629), dated November 1,
2011, with the GLO. Leases M-113117 and M-113629 (each a " Mineral Lease " and together, the " Mineral
Leases ") represent approximately 860 and 90 acres, respectively, for a total of 950 leases acres in the Round Top Project area.
M-113629 will expire on October 31, 2030 unless extended. The Mineral Leases provide RTMD with the use of the property identified,
including certain rights with respect to the surface and subsurface, together with the corresponding rights of ingress and egress, for
the purposes of mineral exploration, development, and exploitation of minerals. As the Round Top Project is still in its exploration stage,
the Company is currently paying delay rental payments on an annual basis to the GLO as follows:

 M-113117

 Anniversary Date 2024

 $
 134,154.90

 Anniversary Date 2025-2029

 $
 178,873.20

 M-113629

 Anniversary Date 2024

 $
 13,500.00

 Anniversary Date 2025-2029

 $
 18,000.00

 If and when the Round Top Project begins producing,
the Mineral Leases would be converted into producing leases upon the satisfaction of certain conditions, which includes: (i) a minimum
advance annual royalty of $500,000 for lease M-113117 and $50,000 for lease M-113629, due promptly following sales of leased minerals
or the removal of leased minerals in commercial quantities from the leased premises and (ii) a production royalty equal to 8% of
the market value of uranium and other fissionable minerals and 6.25% of the market value of all other leased minerals.

 In addition to the Mineral Leases, the Company
currently owns approximately 2037 acres of mine processing land and holds a current purchase option on 5,670 acres of which 950 acres
are authorized for mining and the remainder (4,720 acres) is contemplated for future use as mine processing land (e.g., for use to assist
in mine development, as leach fields, and/or as plant site) (the " Purchase Option "). Unless exercised prior, the Purchase
Option will expire upon the expiration of Mining Lease M-113117 (September 2, 2030). As consideration for the Purchase Option,
the Company is required to pay $10,000 to the GLO on each annual anniversary of the Effective Date of the Purchase Option (as defined
in the Purchase Option) during the option term. If the Company fails to make a timely payment of the option fee, the Purchase Option will
terminate. On August 26, 2022, the Company submitted to the GLO a Notice of Intent to exercise the Purchase Option. In February 2023,
the GLO sent its appraisal of the value of the property associated with the Purchase Option to the Company. The Company and GLO are negotiating
the exercise of the Purchase Option.

 The Company is lessee under GLO Surface Lease
SL2004002 (Grazing/Agricultural), which lease is for a term commencing on November 24, 2003 and expiring on November 23, 2028,
for approximately 55,000 acres of surface rights in proximity to the Company's Round Top Project (the " Surface Lease ").
The Surface Lease is a pre-paid lease with a pro rata credit schedule and a "preference right agreement" to purchase
all or part of the land. The Surface Lease grants the Company the right to use the leased premises for hunting, grazing, range and wildlife
research, and any other purpose ancillary thereto, and allows, with GLO approval, the Company to commercially develop groundwater and
to use the land for electric generation by wind power. Pursuant to the Surface Lease, the Company has the right to purchase all or part
of the leased premises during the term of the lease in accordance with the terms set forth in the preference right agreement, an exhibit
to the Surface Lease, provided that any purchase of tracts of land must be contiguous. The Surface Lease contains certain additional obligations,
such as an obligation to maintain stated insurance coverages in certain situations, and to post certain deposits or bonds prior to commencing
construction of any wind turbine, tower, buildings, or substations. The Company has the right to early terminate the lease, in which case
the Company would be entitled to receive a refund of the prepayments made under the lease. There is no Company renewal option under the
Surface Lease and any renewal of the Surface Lease is at the sole discretion of the GLO.

 The Company is lessee under GLO Groundwater Lease
SL20150003, dated August 1, 2014, as amended, for approximately 8,828 acres of water rights (the " Groundwater Lease ").
The Groundwater Lease grants USARE rights in the land, including rights of ingress and egress, for the purpose of exploring, evaluating,
drilling for, producing, developing, and extracting groundwater from the leased land for industrial and potable water use in connection
with USARE's Round Top Project (including, without limitation, mineral processing and metal extraction/processing). The Groundwater
Lease will expire concurrently with the M-113117 Mineral Lease. The Company has not commenced water production and is currently obligated
to pay annual delay rentals in the amount of $6,500 on or before each anniversary of the effective date of the Groundwater Lease. On the
first anniversary of the Effective Date that immediately follows the Company's commencement of water production from the leased
premises the Company shall make a production payment equal to the greater of (1) $1,667.67 multiplied times the number of months
of production of water during the 12-month period ending 60 days before the production payment is due, or (2) $0.95 per
1,000 gallons of the gross volume of water produced by the leased premises covered by the lease during the 12-month period ending
60 days before the production payment is due. On each anniversary of the effective date of the Groundwater Lease thereafter during
the remaining term of the Groundwater Lease, the Company will be required to make a production payment equal to the greater of (1) $20,000,
or (2) $0.95 per 1,000 gallons of the gross volume of water produced from the leased premises during the 12-month period ending
60 days before the production payment is due. There is no Company renewal option under the Groundwater Lease and any renewal of the
Groundwater Lease is at the sole discretion of the GLO.

 The premises leased under the Groundwater Lease
has two existing water wells. Prior to commencing production of rare earth minerals at the Round Top Project, the Company will need to
establish that the existing wells are functioning water wells producing enough water to support production or potentially drill additional
wells, which would entail additional expense for production. If the Company determines that the groundwater supply is not suitable for
the Company's Round Top Project, then the Company has the right to terminate the Groundwater Lease. Upon expiration or earlier termination
of the Groundwater Lease, the Company will be required to restore the leased premises to its original topographical condition that existed
as of the Effective Date, to the extent the topographical condition has been altered.

 The Company has entered into four easements with
GLO that affect the Round Top Project. The first easement is Miscellaneous Easement ME20210085 (" ME20210085 "), which
commenced on April 1, 2021 and expires on March 31, 2031 unless extended by the Company pursuant to the terms of ME20210085.
ME20210085 is a nonexclusive easement for a right of way to construct, maintain, operate, inspect and repair one roadway in a location
set forth on the easement.

 The second easement is Miscellaneous Easement
(Pipelines) ME20210086 (" ME20210086 "), which commenced on April 1, 2021 and expires on March 31, 2031 unless
extended by the Company pursuant to the terms of ME20210086. ME20210086 is a nonexclusive easement for a right of way to construct, maintain,
operate, inspect, repair, change the size of, and replace one 4.5-inch O.D. pipeline for the purpose of transporting fresh water
in a location set forth on the easement.

 The third easement is Miscellaneous Easement ME20210087
(" ME20210087 "), which commenced on April 1, 2021 and expires on March 31, 2031 unless extended by the Company
pursuant to the terms of ME20210087. ME20210087 is a nonexclusive easement for a right of way to construct, maintain, operate, inspect
and repair one 24-kV electric line in a location set forth on the easement.

 The fourth easement is Miscellaneous Easement
ME20220142 (" ME20220142 "), which commenced on September 1, 2022 and expires on August 31, 2032 unless extended
by the Company pursuant to the terms of ME20220142. ME20220142 is a nonexclusive easement for a right of way to construct, maintain, operate,
inspect and repair one roadway in a location set forth on the easement.

 Historical Non-Item 1300 Resource
Estimates; Feasibility Studies. Cyprus established certain non-reported resources in conjunction with
a 1988 internal feasibility study, which historical resource estimate would not qualify as a resource by either historical 43-101 standards
nor current Item 1300 of Regulation S-K (" Item 1300 ") standards. In 2012, TMRC completed a PEA prepared by
a mining consulting firm on the Round Top Deposit (NI 43-101 Preliminary Economic Assessment — Round Top Project,
June 22, 2012). The resource model in that PEA was updated in early 2013 with additional drilling and assay data and was documented
in a resource statement by a mining consulting firm (Resource Estimate and Statistical Summary — Round Top Project, September 30,
2013). The 2013 PEA was an update of the 2012 PEA and utilized the resource estimate from the September 2013 study. The 2013 PEA
was then superseded in 2019 when USARE and TMRC engaged a mining consulting firm to prepare its resource statement (NI 43-101 Preliminary
Economic Assessment — Round Top Project, August 16, 2019). Neither the 2012 PEA, the 2013 PEA, nor the 2019 PEA were
prepared on the basis of compliance with Item 1300 and are not resource estimates of USARE under Item 1300.

 The 2019 PEA provided an initial overview of the
Round Top Deposit's minerology, confirming that the site contains both heavy rare earths and lithium. While the 2019 PEA set the
stage for further detailed studies, in light of the rapid global economic changes, technological changes that have occurred since 2019,
and changes in economic environment and pricing, including with respect to extraction costs and economic returns, the Company is not relying
on the 2019 PEA for the purpose of reporting mineral resources. The Company does not currently intend to update the 2019 PEA and is instead
working toward conducting a pre-feasibility study (" PFS "). The Company intends to update the "flow sheet"
used as a key input in such estimates to reflect the Company's expected separation and processing methodologies at that time. USARE
does not make any representation that any historical estimate is a current mineral resource estimate for the Round Top Project. There
is no known significant production reported from previous operators.

 Accordingly, following the 2019 PEA, USARE has
been actively working on advancing the project through the next stages of the project, focusing on the subsequent PFS, which the Company
intends to eventually progress to a Definitive Feasibility Study (" DFS "). The PFS would provide an updated and more
detailed analysis of the technical and economic feasibility of the Round Top Project, including resource modeling, mine design, and processing
methodologies. This step is critical in defining and refining the operational and financial plans for the Round Top Project. The final
stage, the DFS, would provide the most definitive plan for the full-scale development of the mine, including final cost estimates,
engineering plans, and potential environmental impacts, all necessary for securing financing and moving toward full production.

 Exploration Status. It
is the Company's view that the Round Top Project is considered an "exploration stage property" under Item 1300,
in that the Round Top Project is a property that has no mineral reserves disclosed. Mineral resources that are not mineral reserves have
no demonstrated economic viability. USARE has not itself conducted any exploration activities at the Round Top Project and does not have
any current determination as to a proposed program of exploration or development. However, as discussed above in the section entitled
"— History ", various other parties have historically performed exploration activities at the site, including
TMRC from whom USARE acquired its rights in the Round Top Project through the Company's subsidiary RTMD. Between January 2010
and August 2019, TMRC conducted the following exploration activities: surface sampling, logging cuttings from historical reverse
circulation drilling, aeromagnetic surveying, anaeroradiometric survey, stream sediment surveying, gravity surveying, and exploratory
drilling. To date, 173 historical drill holes have been located, and, between 2011 and 2019, TMRC drilled 84 reverse circulation holes
and 2 core holes and analyzed 3,081 drill samples. In early 2019, TMRC assayed previously collected RC samples to collect geochemical
data for some additional elements from existing drill holes to expand the knowledge of lithium, zircon, and other elements which metallurgical
test work had indicated might impact project economics.

 The Round Top Project's equipment and facilities
and related infrastructure are in generally good condition and are not material to the Company's business as currently conducted.

 For information regarding current and expected
future permitting requirements and associated timelines and information regarding such permits, see the section entitled "— Permits
and Approvals ".

 Environmental Impact. The
Round Top Project has been envisioned with an emphasis on minimizing environmental impact, particularly in comparison to traditional mining
operations. One of the key environmental advantages of the Round Top Project's site is its location in an arid, sparsely populated
area of Texas, which reduces the likelihood of significant impacts on local communities or ecosystems. Due to the above-ground nature
of the deposit, the project is currently expected to predominantly utilize in-situ leaching for rare earth extraction, which is generally
considered less environmentally disruptive than traditional mining techniques. This process involves dissolving minerals using solutions
and extracting them without large-scale surface disruption, reducing the need for large open-pit mining operations that could
potentially lead to undesirable environmental impacts.

 Additionally, USARE endeavors to use sustainable
practices by focusing on using closed-loop recycling systems to minimize waste and reduce water usage in its operations. The Company
is exploring the possibility of using renewable energy sources to power its projects. However, like all mining operations, in the future,
the Company will likely need to manage concerns related to chemical use, water management and contamination, and waste management.

 Item 1A. Risk Factors.

 An investment in our securities involves a
high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in
this Annual Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial
condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline,
and you could lose all or part of your investment.

 Risks Related to Our Business and Industry

 The Stillwater Facility is under development
and is not yet completed, we have not commenced producing and selling neo magnets, and we have no history in commercial operations and
the lack of commercial operations limits the accuracy of any forward-looking forecasts, prospects or business outlook or plans.

 We have not commenced production of neo
magnets at our Stillwater Facility, and we may not be able to secure the necessary feedstock, offtake, or equipment in order to
economically produce neo magnets, including from the Round Top Project. We have not realized any revenues to date from the sale of
neo magnets or critical minerals, rare earth minerals, or lithium, and our operating cash flow needs have been financed through the
incurrence of debt and equity raises and not through cash flows derived from our operations. As a result, we have little historical
financial and operating information available to help you evaluate our performance. Any profitability in the future from our
business will be dependent upon economical development of the Stillwater Facility and production of neo magnets, which is subject to
numerous risk factors. Accordingly, we may not realize profits, including in the medium to long term. Additional expenditures are
required to construct, complete and install additional neo magnet production equipment and our neo magnet production capabilities
might not be able to fully utilize the nameplate capacity of the equipment. In addition, we have no operating history upon which to
base estimates of future operating costs and capital requirements. Actual operating costs and economic returns of any and all of our
Projects may materially differ from the costs and returns estimated, and accordingly our financial condition, results of operations
and cash flows may be negatively affected. In the near term, our development and growth depends on our ability to:
(i) successfully produce magnets at the Stillwater Facility; (ii) secure one or more reliable sources of rare earth
feedstock at prices that are acceptable and attractive to us; and (iii) secure one or more neo magnet customers that are
willing and able to purchase our neo magnets at prices that are expected to be profitable for us. Delays in the completion of the
Stillwater Facility or the Round Top Project could have a material adverse effect on our business, results of operations and
financial condition.

 We may not be able to generate positive
cashflow from our expected future business operations. Our long-term success will depend on implementing the business strategy
and operational plan of the Company, as well as our ability to generate revenues, achieve and maintain profitability and develop positive
cash flows from our magnet production.

 Our ability to continue with our business plan
to produce and sell neo magnets and our future plans regarding the Round Top Project, ultimately depends on our ability to generate revenues,
achieve and maintain profitability, and generate positive cash flow from our operations. We cannot assure you that our Projects will result
in achieving and maintaining profitability and developing positive cash flows. The economic viability of the Company's future business
activities has many risks and uncertainties including, but not limited to:

 a significant, prolonged decrease in the price of neo magnets;

 difficulty in marketing and/or selling neo magnets;

 significantly higher than expected capital costs to construct
and commission our Projects;

 significantly higher than expected feedstock costs to support
magnet production in the near term until the Round Top Project is capable of satisfying our feedstock needs;

 significant delays, reductions or stoppages of production activities;

 shortages of adequate and skilled labor or a significant increase
in labor costs;

 the introduction of significantly more stringent regulatory
laws and regulations and associated delays in permitting; and

 delays in the availability of necessary equipment, including
construction or production equipment.

 Our future business activities may change as a
result of any one or more of these risks and uncertainties.

 We may experience time delays, unforeseen
expenses, increased capital costs, and other complications while developing our Projects, these could delay the start of revenue-generating activities
and increase development costs.

 The production of neo magnets and mineral exploration
and mining by their nature involve significant risks and hazards, including environmental hazards, as well as industrial and mining accidents.
These include, for example, occupational hazards, leaks, ruptures, explosions, chemical spills, seismic events, fires, cave-ins and
blockages, flooding, discharges of gasses and toxic substances, contamination of water, air or soil resources, unusual and unexpected
rock formation affecting mineralization or wall rock characteristics, ground or slope failures, rock bursts, wildfires, radioactivity
and other accidents, incidents, or conditions resulting from mining or manufacturing activities, including, among others, blasting and
the transport, storage and handling of hazardous materials. In particular, the production of neo magnets involves the use of heavy equipment
and operations at high temperatures. These operations can be dangerous and safety incidents in these operations may cause damage to and
loss of equipment, injury or death, monetary losses and potential legal liabilities. Any such incidents could have a material adverse
effect on our business, operating results and financial condition. Furthermore, there is the risk that relevant regulators may impose
fines and work stoppages for non-compliant production or mining operating procedures and activities, which could reduce or halt production
or mining until lifted. The occurrence of any of these events could delay or halt production, increase production costs and result in
financial and regulatory liability for us, which could have a material adverse effect on our business, results of operations and financial
condition. In addition, the relevant environmental authorities have issued and may issue administrative directives and compliance notices
in the future, to enforce the provisions of the relevant statutes to take specific anti-pollution measures, continue with those measures
and/or to complete those measures. The authorities may also order the suspension of part, or all of, our operations if there is non-compliance with
legislation. Contravention of some of these statutes may also constitute a criminal offense and an offender may be liable for a fine or
imprisonment, or both, in addition to administrative penalties. As a result, the occurrence of any of these events may have a material
adverse effect on our business, results of operations and financial condition.

 Until our Round Top Project is capable of
satisfying our feedstock needs, if ever, our business is subject to the availability of rare earth oxide and metal feedstock, in quantities
and prices that allow us to develop and commercially operate our Stillwater Facility.

 Our Round Top Project is in its exploration stage
and is not currently able to satisfy the feedstock needs necessary for the development and commercial operation of our Stillwater Facility
and may never be able to do so. Unless and until our Round Top Project is capable of satisfying our feedstock needs, we will be required
to enter into feedstock supply agreements with third-parties. We are in the process of pursuing feedstock supply and offtake arrangements
with potential counterparties in an effort to provide adequate sources of feedstock for the purchase of all or substantially all of our
production from our Stillwater Facility, once operational, on terms favorable to us. As discussed elsewhere in this Annual Report, we
have executed feedstock supply agreements with two counterparties. However, they may not be able to provide all of the feedstock which
we may require or at economical prices. If we are unable to secure supply agreements that ensure that all of our feedstock needs are met
or if we are able to secure such agreements but the counterparties fail to meet their obligations, we may not achieve our goals. If this
happens, our results of operations and financial condition could be materially and adversely affected.

 We may be adversely affected by fluctuations
in demand for, and prices of, neo magnets, magnet materials, and necessary feedstock.

 Because our revenue is, and will for the foreseeable
future be, derived from the production and sale of neo magnets, changes in demand for, and the market price of, and taxes and other tariffs
and fees imposed upon such products and their inputs could significantly affect our profitability. Our financial results may be significantly
adversely affected by declines in the prices of neo magnets or increases in the prices of necessary feedstock. Neo magnet prices may fluctuate
and are affected by numerous factors beyond our control such as interest rates, exchange rates, taxes, tariffs, inflation or deflation,
fluctuation in the relative value of the U.S. dollar against foreign currencies on the world market, shipping and other transportation
and logistics costs, global and regional supply and demand for neo magnets, potential industry trends, such as competitor consolidation
or other integration methodologies, and the political and economic conditions of countries that produce and procure neo magnets. Furthermore,
supply side factors have a significant influence on price volatility for critical and rare earth minerals, necessary feedstock, and neo
magnet prices. Supply of rare earth minerals, necessary feedstock, and neo magnets is currently dominated by Chinese producers. The Chinese
Central Government regulates production via quotas and environmental standards and has and may continue to change such production quotas
and environmental standards. Periods of over supply or speculative trading of critical and rare earth minerals can lead to significant
fluctuations in the market price of critical and rare earth minerals.

 In contrast, extended periods of high commodity
prices may create economic dislocations that may be destabilizing to critical and rare earth minerals supply and demand and ultimately
to the broader markets. While some periods of high critical and rare earth mineral market prices generally are beneficial to our financial
performance if we are producing rare earth minerals, if ever, or if magnet prices rise in concert with such higher mineral prices, strong
critical and rare earth mineral prices however also create economic pressure to identify or create alternate technologies that ultimately
could depress future long-term demand for neo magnets or increase our feedstock costs, and at the same time may incentivize development
of competing mining properties.

 Additionally, because the Company is heavily dependent
on third parties for feedstock, changes in the demand for, the market price of, or taxes, tariffs, or other fees imposed on such feedstock
may affect our ability to acquire our supply needs at an economical price. Changes in the price of feedstock could materially and adversely
affect our operations and ultimate financial results.

 We may not be able to convert current commercial
discussions and/or memorandums of understanding with customers for the sale of our neo magnets and other products into definitive contracts,
which may have a negative effect on our business.

 We do not currently have any contractually committed
customers for the planned output and delivery of neo magnets. We are actively working on completing our Stillwater Facility which will,
once completed, have the capability to produce neo magnets. Our success depends on our ability to generate revenue and operate profitably,
which depends in part on our ability to identify target customers and convert such contacts into meaningful orders or expand on current
customer relationships. We do not currently have any revenue or definitive off-take or sales agreements with customers in place.
Although we are in periodic discussions with potential customers regarding potential offtake agreements, there is no assurance that the
parties will be able to reach an agreement or that we will be able to produce and deliver the required neo magnets in accordance with
the customer's required specifications and timing requirements. If we are unable to negotiate, finalize and maintain such agreements
and satisfy the conditions thereto in order to enter into definitive agreements, or are only able to do so on terms that are unfavorable
to us, we will not be able to generate any revenue, which would have a material adverse effect on our business, prospects, operating results
and financial condition.

 We anticipate that in some cases our products
will be delivered to certain customers on an early trial deployment basis, where such customers have the ability to evaluate whether our
products meet their performance requirements before they commit to meaningful orders of our products. If our targeted customers do not
commit to making meaningful orders, or at all, it could adversely affect our business, prospects and results of operations. Our customers
may require protections in the form of price reductions and similar arrangements that allow them to require us to deliver additional product
or reimburse them for losses they suffer as a result of our late delivery or failure to meet agreed upon performance specification. Delays
in delivery of our products, unexpected performance problems or other events could cause us to fail to meet these contractual commitments,
resulting in delays in obtaining necessary materials used in our production process, defects in material or workmanship or unexpected
problems in our manufacturing process, which could lead to unanticipated revenue and earnings losses and financial penalties. The occurrence
of any of these events could harm our business, prospects, results of operations and financial results.

 Prior to reaching expected production rates at
the Stillwater Facility, we intend to enter into short- and long-term sales contracts with new customers. However, there can be no
assurance that these customers will enter into sales contracts for our products. Even if we do enter into offtake and/or sales agreements,
we may fail to deliver the product required by such agreements or may experience production costs in excess of the fixed price to be paid
to us under such agreements. The failure to enter into such contracts may have a material adverse effect on our financial position and
results of operations.

 The success of our business will depend,
in part, on the growth of existing and emerging uses for neo magnets.

 Our strategy is to produce and sell neo magnets,
which are used in existing and emerging technologies, such as hybrid and electric vehicles, wind turbines, robotics, medical equipment,
military equipment and other high-growth, advanced motion technologies. The success of our business accordingly depends on the continued
growth of these end markets and successfully commercializing neo magnets, in such markets. If the market for these existing and emerging
technologies does not grow as we expect, grows more slowly than we expect, or if the demand for our products in these markets decreases,
then our business, prospects, financial condition and operating results could be harmed. In addition, the market for these technologies,
particularly in the automotive and wind turbine industry, tends to be cyclical, which exposes us to increased volatility, and it is uncertain
as to how such macroeconomic factors will impact our business.

 A prolonged or significant economic contraction
in the United States or worldwide could put downward pressure on market prices of neo magnets. Protracted periods of low prices for
neo magnets could significantly reduce revenues and the availability of required development funds in the future. This could cause substantial
reductions to, or a suspension of, magnet production operations, impair asset values and reduce our results of operations and financial
condition.

 Demand for our products may be impacted by demand
for downstream products incorporating neo magnets, including hybrid and electric vehicles, wind turbines, robotics, medical equipment,
military equipment and other high-growth, advanced motion technologies, as well as demand in the general automotive and electronic industries.
Lack of growth or changes in these markets may adversely affect the demand for our products. Any unexpected costs or delays in the commercialization
of neo magnets or any of our other expected products, or less than expected demand for the critical existing and emerging technologies
that use neo magnets, could have a material adverse effect on our financial condition or results of operations.

 An increase in the global supply of neo
magnets or, dumping, predatory pricing and other tactics by our competitors or state actors may adversely affect our profitability.

 The pricing and demand for neo magnets is
affected by a number of factors beyond our control, including growth of economic development and the global supply and demand for
neo magnets. China is projected to continue to account for a substantial portion of global neo production in the near future. China
dominates the manufacture of metals and neo magnets from rare earths, capabilities that are not currently materially present in the
United States, and the Chinese Central Government regulates production via quotas and environmental standards. Over the past
few years, there has been significant restructuring of the Chinese markets in line with China Central Government policy.
Assuming that we reach anticipated production rates for neo magnets and other planned downstream products and subsequently become
fully operational and integrated, increased competition may lead our competitors to engage in predatory pricing or other behaviors
designed to inhibit our further downstream integration. Any increase in the amount of neo magnets or related products available in
the market, including those exported from other nations would result in increased competition and may result in price reductions,
reduced margins or loss of potential market share, any of which could materially adversely affect our profitability. As a result of
these factors, we may not be able to compete effectively against current and future competitors.

 The Round Top Project is at the exploration
stage and we have not commenced construction or commission of the mine nor related facilities, and the development of the Round Top Project
into a producing mine is subject to a variety of risks, any number of which may cause the development of the Round Top Project into a
producing mine to not occur, be delayed, or not result in the commercial extraction of minerals.

 We do not have declared mineral resources as defined
under Item 1300 and has not yet begun to extract minerals from the Round Top Project. The Round Top Deposit might not be able to be commercially
mined and our ongoing exploration programs may not result in the development of profitable commercial mining operations. Few properties
or deposits that are explored are ultimately developed into producing mines. Major expenses will be required to complete the Round Top
Project. We may not be able to develop the Round Top project into an operating mine and doing so may not result in the commercial extraction
of mineral deposits. There are many factors that may result in the Round Top Project not reaching completion or production, including
failure to obtain adequate funding, failure to successfully complete a pre- or a definitive feasibility study that the project could profitably
produce rare earth minerals, failure to meet lease related timelines, failure to satisfy other operational risks regarding obtaining adequate
power, water, expertise and human resources, failure to obtain and sustain the necessary permits for operations and other aspects of the
business of operating the Round Top Project. We may never reach commercial or profitable production of rare earth minerals. Even if the
Round Top Project is mined, we may not realize profits from our exploration or development activities in the short, medium, or long term.
The actual risks that we will face in the future in connection with the Round Top Project are unknown at this time, but may include:

 The preliminary and definitive feasibility studies, when delivered,
may not support the economic viability of the Round Top Project moving forward, and the assumptions used in the studies to underpin the
viability of the Round Top Project (including, but not limited to, the prices of critical minerals, rare earth minerals or lithium) may
not remain accurate in the future.

 We are in the process of developing a flow sheet with respect
to the processing of rare earth minerals from our assets in the Round Top Project, but we may not be able to do so. If we are unable
to develop a flow sheet that results in profitable production, our business and results of operations may be harmed.

 An increase in the global supply of rare earth magnets or critical
and rare earth minerals and lithium related products, dumping, predatory pricing and other tactics by our competitors or state actors
may adversely affect our profitability.

 When compared to many industrial and commercial operations,
mining exploration and development projects are high risk and subject to uncertainties. Each mineral resource is unique and the nature
of the mineralization, and the occurrence and grade of the minerals, as well as behavior of the mineral resource during mining, are unpredictable.
Any mineral resource estimates may be materially different from mineral quantities we may recover, any life-of-mine estimates may
prove inaccurate and market price fluctuations and changes in operating and capital costs may render mineral resources uneconomic to
mine. Uncertainty and/or error in our estimates of minerals in the Round Top Deposit could result in lower-than-expected revenues
and higher-than-expected costs.

 The mining and production of rare earth and critical minerals
and lithium and related products is a highly competitive industry in a high demand and growth environment and additional rare earth and
critical mineral and lithium manufacturing, refining and mining competitors could result in a reduction in revenue.

 The imposition of tariffs related to rare earths and other critical
minerals and a resulting trade dispute could disrupt the market for our products.

 The mining and production of rare earth and critical minerals
and lithium and related products is a capital-intensive business that requires the commitment of substantial resources; if we do
not have sufficient capital or resources to provide for such activities, it could negatively impact our business.

 The performance of the Round Top Project will depend on its
ability to reach favorable production rates for the separation of rare earths.

 The revenue generated by the Round Top Project may be negatively
impacted by possible competition from substitutions for critical and rare earth minerals and lithium.

 Our continued growth depends on our ability to obtain commercial
deployment of our mineral processing and purification technology, or the identification of third-party technologies or processes,
and the ability of any such technology and/or processes to efficiently process and purify one or more feedstocks of mixed rare earth
mineral concentrates.

 Actual capital costs, operating costs, production and economic
returns may differ significantly from those we have anticipated, and future development activities may not result in profitable mining,
processing or production operations.

 The Round Top Project has no operating history on which to base
estimates of future operating costs and capital requirements. Before operations commence, any projections we may produce are based upon
estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate,
our actual operating results may differ materially from any forecasted results.

 Our resource estimates, if any, may change significantly when
new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some
extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and
analysis, our estimates, if any, are likely to change and these changes may result in a reduction in our resources. These changes may
also result in alterations to our development and mining plans, which may, in turn, adversely affect our operations.

 We face opposition from organizations that oppose mining which
may disrupt or delay our Round Top Project.

 We will be required to obtain and sustain governmental permits
and approvals to develop and operate the Round Top Project, a process which is often costly, time-consuming and somewhat uncertain
as to outcome. These permits may include permits related to disposal of radioactive mineral waste, which will depend on how we conduct
our processing operations in the future as well as what thresholds (regarding whether a permit is required or not) are set by the government
at that point in time. Failure to obtain or retain any necessary permits or approvals for our planned operations may negatively impact
our business.

 Our mining rights are held by one of our subsidiaries, which as of December 31, 2024, is owned
 approximately 81% by the Company and approximately 19% by a minority member of the applicable subsidiary. If the minority member
 does not meet its capital contribution requirements, then we would need to raise additional funds to cover the minority
 member's shortfall in connection with the Round Top Project in exchange for additional equity in the subsidiary. Additionally,
 if the value of the equity of the minority member increases then the rate of dilution of the minority member's equity in the
 subsidiary will decrease. Further, our interests may not align at all times with such minority member and divergence of interests
 may negatively impact our business.

 A third-party has obtained prospecting permits from the
GLO for land in close proximity to our Round Top Project, including land for which we have an active surface lease. There is a possibility
for the third-party to convert such prospecting permits into mineral leases and, if converted, such mineral leases would potentially
impact our ability to conduct our operations as currently planned.

 Land reclamation and mine closure may be burdensome and costly.

 Because of the dangers involved in the mining of minerals, there
is a risk that we may incur liability or damages as we conduct our business.

 We and our management do not have experience operating a mine
and may not have a complete or accurate understanding of the risks we may face in the future related to the Round Top Project.

 We operate in a highly competitive industry
in a high demand and growth environment and additional manufacturing, refining and mining competitors could result in a reduction in revenue.

 The rare earth magnet production and critical
and rare earth minerals mining and processing markets are capital intensive and competitive. Production of neo magnets, and critical and
rare earth minerals is dominated by our Chinese competitors. These competitors may have greater financial resources, as well as other
strategic advantages to operate, maintain, improve and possibly expand their facilities. Additionally, our Chinese competitors have historically
been able to produce at relatively low costs due to domestic economic and regulatory factors, including less stringent environmental and
other governmental regulations and lower labor and benefit costs. For instance, many of our Chinese competitors dispose of the waste material
from beneficiation in wet tailings dams, which are significantly less expensive to operate and potentially more harmful to the environment
than the dry tailings method that we would expect to employ. Even upon successful completion of our planned business stages and/or Projects,
if we are not able to achieve our anticipated costs of production, then any strategic advantages that our competitors may have over us,
including, without limitation, lower labor, compliance and production costs, could have a material adverse effect on our business.

 Some of our competitors have made, or may make,
acquisitions or enter into partnerships or other strategic relationships to achieve competitive advantages. In addition, new entrants
not currently considered competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these
trends to continue as demand for neo magnets and critical and rare earth materials increases. Industry consolidation may result in competitors
with more compelling product offerings or greater pricing flexibility than we have, or business practices that make it more difficult
for us to compete effectively, including on the basis of price, sales, technology or supply. These competitive pressures could have a
material adverse effect on our business.

 Changes in China's or the United States'
political environment and policies, including changes in export/import policy may adversely affect our business.

 Because of the current dominance of China in the
critical and rare earth minerals industry, the possibility of adverse changes in trade or political relations with China, political instability
in China, increases in labor or shipping costs, the occurrence of prolonged adverse weather conditions or a natural disaster such as an
earthquake or typhoon, or the outbreak of another global pandemic disease like COVID-19 could severely interfere with our industry
and would have a material adverse effect on our operations.

 Our sales may be adversely affected by the current
and future political environment in China and the policies of the China Central Government. China could oversupply our markets in the
United States and elsewhere with either cheaper magnet products or rare earth minerals or feedstock. China has historically heavily subsidized
its domestic rare earth producers with respect to both rare earth feedstock and magnets. The United States government has called
for substantial changes to foreign trade policy with China and has from time to time raised (as well as has proposed to further raise
in the future), tariffs on several Chinese goods. China has at times retaliated with increased tariffs on United States goods, or
the ban of exports of rare earth technologies and feedstock to other countries such as the United States. While some impacts of Chinese
trade policy may be beneficial for our business, any changes in United States trade policy could trigger retaliatory actions by affected
countries, including China, resulting in trade wars which could likely result in increased volatility in the prices of rare earth and
critical minerals, necessary feedstock, and neo magnets. Furthermore, unless and until these dynamic changes in favor of the increased
competitiveness of domestic production, domestic production may not be economically viable in the global market place. As we are heavily
dependent upon third-party feedstock unless and until our Round Top Project becomes a producing mine capable of satisfying our feedstock
needs, if ever, and as China currently dominates the global supply of rare earth feedstock necessary for the production of neo magnets,
any changes in United States and China relations, including through changes in policies by the Chinese government could adversely
affect our financial condition and results of operations, including: changes in laws, regulations or the interpretation thereof, confiscatory
taxation, governmental royalties, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization
of private enterprises.

 The production of neo magnets is a capital-intensive business
that requires the commitment of substantial resources; if we do not have sufficient capital or other resources necessary to provide for
such production, it could negatively impact our business.

 Neo magnet production requires large amounts of
capital, and long-term production and processing requires significant capital investment, working capital, and ongoing maintenance
expenditure. We expect to materially increase our capital expenditures and working capital requirements to begin production of neo magnets
and support the growth of our business and operations. We do not currently have sufficient capital to fund our anticipated capital expenditures.
We will need to raise additional capital (debt or equity) to complete or fund our Projects. Our business plan is based on, among other
things, expectations as to capital expenditures and if we are unable to fund those capital expenditures or the level of necessary capital
expenditures increases above our current expectations, we will not achieve the targets set forth in our business plan or be able to develop
currently contemplated or future capital projects or be able to continue production at cost-effective levels. We may not be able
to raise additional capital (debt or equity) to complete or fund our projects. Furthermore, any such reduction in capital expenditure
may cause us to forego some of the benefits of any future increases in commodity prices, as it is generally costly or impossible to resume
production immediately or complete a deferred expansionary capital expenditure project once delayed, which may adversely affect our results
of operations or financial condition.

 The amount of capital required for completion
and build-out of our Projects may increase materially from our current estimates, and we expect to raise further funds through
equity or debt financing, joint ventures, production sharing arrangements or other means. Consequently, we depend on
our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit
our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.

 Until commercial production is achieved from our
Projects, we will continue to incur operating and investing net cash outflows associated with including, but not limited to, build out
and growth of our Stillwater Facility, maintaining and acquiring properties, undertaking ongoing activities and the funding obligations
to develop the assets of our Projects. We will require additional capital to fund our ongoing operations, complete our Stillwater Facility,
and — in connection with our Round Top Project — explore and define rare earth mineralization and establish
any future mining or rare earth manufacturing operations. Such additional funding may not be available to us on satisfactory terms, or
at all.

 In order to finance our future ongoing operations
and future capital needs, we will require additional funds through the issuance of additional equity or debt securities. Depending on
the type and terms of any financing we pursue, shareholders' rights and the value of their investment in our ordinary shares could
be reduced. Any additional equity financing will dilute shareholdings. If the issuance of new securities results in diminished rights
to holders of our ordinary shares, the market price of our ordinary shares could be negatively impacted. New or additional debt financing,
if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt, the holders
of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on such
debt would increase costs and negatively impact operating results.

 If we are unable to obtain additional financing,
as needed, at competitive rates, our ability to fund our current operations and implement our business plan and strategy will be affected,
and we would be required to reduce the scope of our operations and scale back our exploration, development and mining programs. There
is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with
sufficient funds to meet our objectives, which may adversely affect our business and financial position. Certain market disruptions may
increase our cost of borrowing or affect our ability to access one or more financial markets. Such market disruptions could result from:

 adverse economic conditions, including inflationary factors
and recessionary fears;

 adverse general capital market conditions, including rising
interest rates;

 poor performance and health of the neo magnets industry in general;

 bankruptcy or financial distress of neo magnet companies or
marketers;

 significant decrease in the demand for neo magnets; or

 adverse regulatory actions that affect our exploration and construction
plans or the use of our current and planned products generally.

 If additional capital is not available in sufficient
amounts or on a timely basis, the Company will experience liquidity problems, and the Company could face the need to significantly curtail
current operations, change our planned business strategies and pursue other remedial measures. Any curtailment of business operations
would have a material negative effect on operating results, the value of the Company's outstanding common and preferred shares and
the Company's ability to continue as a going concern.

 Any failure by management to manage growth
properly could negatively impact our business.

 Future growth may place strains on our financial,
technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, thus, potentially
adversely affecting our financial position and results of operations. We may not be successful in upgrading our technical, operational
and administrative resources or increasing our internal resources sufficiently to provide certain of our services currently provided by
third parties or which will be necessary in the future. Our inability to achieve or manage growth may materially and adversely affect
our business, results of operations and financial condition.

 A power or other utility disruption or shortage
at our Projects could temporarily delay operations and increase costs, which may negatively impact our business.

 Our facilities currently rely on electricity and
other utilities each provided by a single utility company in West Texas and North-Central Oklahoma, respectively. Instability in
electrical or other utility supply could cause sporadic outages and brownouts. Any such outages or brownouts could have a negative impact
on our production. As a result, our revenue could be adversely impacted and our relationships with our customers could suffer, adversely
impacting our ability to generate future revenue and otherwise perform our contractual obligations. In addition, if power to any of our
Projects is disrupted during certain phases of our production processes, we may incur significant expenses that may adversely affect our
business.

 Increasing costs, including rising electricity
and other utility costs, or limited access to raw materials may adversely affect our profitability.

 We use significant amounts of electricity and
other utilities, including water, in our operations at our Projects and such usage will increase as we increase production. We also use
significant amounts of raw materials, whether rare earth feedstock or other raw materials such as chemical reagents used to process rare
earth oxides. We will need to purchase utilities and raw materials in the open market and as a result, we could be subject to significant
volatility in cost and availability. We may not be able to pass increased prices of such utilities or raw materials through to our customers
in the form of price increases. If the Round Top Project is not completed, operative, and commercial, we will be wholly reliant on third-party sources
for feedstock for neo production which could be costly and damaging to results of operations. A significant increase in the price or decrease
in the availability of these utilities or raw materials, could materially increase our operating costs and adversely affect our profit
margins and production volumes.

 Fluctuations in transportation costs or
disruptions in transportation services or damage or loss during transport could decrease our competitiveness or impair our ability to
deliver products to our customers.

 We will need to transport our products to our
future customers wherever they may be located. Finding affordable and dependable transportation is important because it allows us to supply
customers around the world. Labor disputes, embargos, government restrictions, work stoppages, pandemics, derailments, damage or loss
events, adverse weather conditions, other environmental events, changes to rail or ocean freight systems or other events and activities
beyond our control could interrupt or limit available transport services, which could result in customer dissatisfaction and loss of sales
potential and could materially adversely affect our results of operations.

 We will need to produce our products to
exacting specifications in order to provide future customers with a consistently high-quality product. An inability to meet
individual customer specifications would negatively impact our business.

 Upon commencing commercial operations at our Stillwater
Facility, we need to produce neo magnets to meet customer needs and specifications and to provide customers with a consistently high-quality product
and to meet ever-stricter purity requirements. An inability to perfect the neo magnet production process to the level necessary in
order to meet individual customer specifications may have a material adverse effect on our financial condition or results of operations.
In addition, customer needs and specifications may change with time. Any delay or failure in developing processes to meet changing customer
needs and specifications may have a material adverse effect on our financial condition or results of operations. Additionally, natural
disasters, could also impact the facilities of our customers, which could have a material adverse effect on our ability to deliver our
product to our customers or our customer's demand for our products.

 Diminished access to water may adversely
affect our operations.

 Processing of rare earth oxides requires significant
amounts of water. Any disruption in the process or loss of access to adequate water sources could prompt the need for significant access
to fresh water. Additionally, once we complete the Round Top Project and our Stillwater Facility, we will require an even greater amount
of water for our separation and extraction operations, including additional fresh water. With respect to the Round Top Project, we maintain
and operate one water supply well field, which currently contains two wells, for potable and process water and own and/or lease land and
wells in another water supply well field that we may be able to operate in the future. Any disruption to our current process or decrease
in available water supply may have a material adverse effect on our operations and our financial condition or results of operations. In
addition, future regulation or industry best practices may require more complex water reuse and recycling processes, which may increase
operating costs.

 Work stoppages or similar difficulties,
breakdown in labor relations, or a shortage of skilled technicians and engineers could significantly disrupt our operations and reduce
our revenues.

 A work stoppage by any of the third-parties providing
services in connection with construction at our Projects could significantly delay our Projects, especially our Stillwater Facility, and
disrupt our operations, reduce our revenues and materially adversely affect our results of operations. Efficient production of critical
minerals and rare earth products using modern techniques and equipment requires skilled technicians and engineers. In addition, our optimization
and eventual downstream efforts will significantly increase the number of skilled operators, maintenance technicians, engineers and other
personnel required to successfully operate our business. In the event that we are unable to hire, train and retain the necessary number
of skilled technicians, engineers and other personnel there could be an adverse impact on our labor costs and our ability to reach anticipated
production levels in a timely manner, which could have a material adverse effect on our results of operations.

 We depend on key personnel for the success
of our business. If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to
achieve our desired level of growth and our business could suffer.

 We highly value and depend on the contributions
of our senior management and key personnel, particularly our experts with respect to magnet production. Our success continues to depend
largely upon the performance of key officers, employees and consultants who have advanced us to our current stage and contributed to our
potential for future growth. The market for qualified talent has become increasingly competitive, with shortages of qualified talent relative
to the number of available opportunities being experienced in all markets where we conduct our operations. The ability to remain competitive
by offering higher compensation packages and programs for growth and development of personnel, with a view to retaining existing talent
and attracting new talent, has become increasingly important to us and our operations in the current climate. We may not be able to replace
our senior management or key personnel (including personnel that are key to magnet production) with persons of equivalent expertise and
experience within a reasonable period of time or at all if one or more of our senior management and key personnel are not retained, and
we may incur additional expenses to recruit, train and retain additional personnel. Any prolonged inability to retain key individuals,
or to attract and retain new talent as we grow, could have a material adverse effect upon our growth potential and prospects. Additionally,
we have not purchased any "key-man" insurance for our directors, officers or key employees.

 We are subject to certain agreements with
government entities that have provided us with certain incentives and favorable financing and contain conditions and obligations, including
local investment, job creation, and repayment terms, that, if not complied with, could negatively impact our business or require us to
repay that financing or lose access to those incentives.

 We have been offered incentives by the State of
Oklahoma, as well as the city of Stillwater, Oklahoma, to locate and operate our Projects, especially our Stillwater Facility. These incentives
include cash grants, development financing at favorable terms, certain tax exemptions and rights to participate in government-subsidized jobs
programs, among other things. If we do not comply with certain conditions and obligations in any such agreements, the governmental entities
may terminate the respective agreement under which the incentives are to be provided, potentially resulting in the Company being required
to repay certain funds and/or losing access to the applicable incentives and subsidized jobs programs. For more information on these agreements
with government entities, see the section entitled " Information About USARE — Government Programs and Grants ".

 The holders of our preferred stock have
certain approval rights over actions taken by the Company, including related to incurring debt. If we are unable to secure those approvals
or do so in a timely manner, we may fail to access debt capital when otherwise necessary or advisable.

 The holders of our preferred stock have
certain approval rights over actions taken by the Company, including: liquidation, dissolution or wind-up of the Company,
amendment of the Company's organizational documents, creation or issuance of the Company's equity interests, the
purchase or redemption of our preferred stock, entrance into affiliate transaction (subject to certain exceptions) or the incurrence
of debt by the Company above certain specified thresholds. The approval rights remain in effect as long as certain parties specified
in the Series A Preferred Stock Certificate of Designation (as defined below) own 20% or more of our Series A Preferred Stock and require the
approval of a majority holders of our preferred stock. Our obligations to the holders of our preferred stock could limit our ability
to obtain additional financing or increase our borrowing costs, which could have an adverse effect on the value of our equity. If we
issue additional shares of preferred stock in the future, they would likely also have preference over our common stock with respect
to payment of dividends or upon our liquidation, dissolution or winding up. So long as we have preferred stock outstanding, the
rights of the holders of our common stock could be adversely affected, including as a result of any delay in receiving any necessary
approvals from the holders of our preferred stock or as a result of our preferred stock making it more difficult for another company
to acquire us.

 Our business may be adversely affected by
force majeure events outside our control, including labor unrest, civil disorder, war, subversive activities or sabotage, extreme weather
conditions, fires, floods, tornados, explosions or other catastrophes, epidemics or quarantine restrictions.

 We may be impacted by natural disasters, wars,
health epidemics or pandemics or other events outside of our control. For example, our Stillwater Facility is located in Stillwater, Oklahoma,
which is in the geographical area known as "tornado alley". If major disasters such as tornados, earthquakes, wildfires, health
epidemics or pandemics, floods or other events occur, or our information system or communications network breaks down or operates improperly,
our ability to continue operations at our Projects may be seriously damaged, or we may have to stop or delay production and shipment of
our products. We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact
on our business, operating results and financial condition.

 Our success depends on developing and maintaining
relationships with local communities and stakeholders.

 Our ongoing and future success depends on developing
and maintaining productive relationships with the communities surrounding our Projects, including those people who may have rights or
may assert rights to certain of our properties and other stakeholders in our operating locations. Local communities and stakeholders may
be dissatisfied with our activities or the level of benefits provided, which may result in legal or administrative proceedings, civil
unrest, protests, direct action or campaigns against us. Any such occurrence could materially and adversely affect our business, financial
condition or results of operations, as well as our ability to commence or continue exploration or mine development activities.

 Since its inception, USARE OpCo has generated
negative operating cash flows and we may experience negative cash flow from operations in the future. USARE OpCo's consolidated
financial statements have been prepared on a going concern basis.

 Since its inception, USARE OpCo has generated
negative operating cash flows and we may experience negative cash flow from operations in the future. USARE OpCo's consolidated
financial statements, which were included in the Company's Current Report on Form 8-K, which was filed with the SEC on March 19,
2025, have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the
normal course of business. USARE OpCo's independent registered public accounting firm has included in its report for the year ended
December 31, 2024 an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. New USARE's
and USARE OpCo's ability to continue as a going concern is contingent upon, other factors, our ability to achieve our revenue forecasts
and our ability to raise additional capital through sales of our securities, including this offering, and incurrence of debt, as needed
to fund future growth. Our future operations are dependent upon the identification and successful completion of equity or debt financings
and the continued achievement of profitable operations at an indeterminate time in the future. We may not be successful in completing
equity or debt financings or in achieving profitability. The financial statements do not give effect to any adjustments relating to the
carrying values and classifications of assets and liabilities that would be necessary should we be unable to continue as a going concern.

 Risks Related to Legal, Compliance, and Regulations

 Our operations at our Projects are subject,
or may become subject, to extensive and costly environmental requirements; and current and future laws, regulations and permits impose
or may impose significant costs, liabilities or obligations or could limit or prevent our ability to continue our current operations or
to undertake new operations.

 We are subject, or may be subject in the future,
to numerous and detailed, federal, state and local environmental laws, certifications, regulations and permits, including, without limitation,
those pertaining to employee health and safety, air emissions, water usage, wastewater and stormwater discharges, air quality standards,
GHG, emissions, water usage and pollution, waste management, plant and wildlife protection, handling and disposal of radioactive substances,
remediation of soil and groundwater contamination, land use, reclamation and restoration of properties, the discharge of materials into
the environment, procurement of certain materials used in our operations and groundwater quality and availability. These requirements
may result in significant costs, liabilities and obligations, impose conditions that are difficult to achieve or otherwise delay, limit
or prohibit current or planned operations. These requirements may in the future result in the exploration and development in connection
with our Round Top Project being delayed, limited or prevented, and development operations may be curtailed. Failure to comply with these
laws, regulations and permits, including as they evolve, may result in the assessment of administrative, civil and criminal penalties,
the issuance of injunctions to limit or cease operations, fines, the suspension or revocation of permits and other sanctions or the loss
of support from key stakeholders. Pursuant to such requirements, we may also be subject to third-party claims, including for damages
to property or injury to persons arising from our operations. Moreover, environmental legislation and regulation, as well as the expectations
of stakeholders, are evolving in a manner which may require stricter standards and enforcement, increased fines and penalties for non-compliance,
cessation of operations, more stringent environmental assessments, and a heightened degree of responsibility for companies and their officers,
directors and employees. Any changes in these laws, regulations or permits (or the interpretation or enforcement thereof) or any sanctions,
damages, costs, obligations or liabilities in respect of these matters could have a material adverse effect on our business and/or the
results of our operations and financial condition.

 We will be required to obtain and maintain
governmental permits and approvals to develop and operate the Projects, a process which is often costly and time-consuming. Failure
to obtain or retain any necessary permits or approvals for our planned operations may negatively impact our business.

 We are required to obtain and renew governmental
permits and approvals for our Projects in connection with any exploration and development activities that we may in the future undertake
and, prior to mining any mineralization that we discover, we may be required to obtain additional governmental permits and approvals that
we do not currently possess or anticipate. Obtaining and renewing any of these governmental permits is a complex, time-consuming and
uncertain process involving numerous jurisdictions, multiple government agencies, public hearings and possibly costly undertakings. The
timeliness and success of permitting efforts are contingent upon many variables, some of which are not within our control, including the
interpretation of approval requirements administered by the applicable governmental authority as well as the time required for, and the
outcome of, any necessary environmental impact assessment.

 We may not be able to obtain or renew permits
or approvals that are necessary to our planned operations, or we may discover that the cost and time required to obtain or renew such
permits and approvals exceeds our expectations. Any unexpected delays, costs or conditions associated with the governmental approval process
could delay our planned exploration, development and mining operations, which in turn could materially adversely affect our prospects,
revenues and profitability. In addition, our prospects may be adversely affected by the revocation or suspension of permits or by changes
in the scope or conditions for use of any permits obtained.

 For example, while many of the permits required
for development of the Round Top Project come, or are expected to come, from the State of Texas, it is possible that the project will
require a permit from the federal governments, such as a permit under Section 404 of the Clean Water Act. If the project requires a federal
permit, the project will be subject to environmental review under the NEPA. In that circumstance, in addition to additional permitting
review, NEPA also provides an additional avenue for opponents to challenge the project.

 For example, in addition to the permits that we
have been issued to date, we are required to obtain other permits and approvals before construction or operations related to zoning, rezoning,
construction mining, mineral concentration and chemical manufacturing. To obtain certain permits, we may be required to conduct environmental
studies and collect and present data to governmental authorities pertaining to the potential impact of our current and future operations
upon the environment and to take steps to avoid or mitigate those impacts. The permitting rules, and interpretation thereof, are complex
and have generally become more stringent over time. In some cases, the public (including environmental interest groups) has rights to
comment upon, and submit objections to, permit applications and environmental impact statements prepared in connection therewith, and
otherwise participate in the permitting process, including challenging the issuance of permits, validity of environmental impact statements
and determinations and performance of permitted activities. Accordingly, permits required for our operations, including our Projects,
may not be issued, maintained, exchanged, amended or renewed in a timely fashion or at all, or may be issued or renewed upon conditions
that restrict our ability to conduct our operations economically. Any such failure to obtain, maintain, exchange, amend or renew permits,
or other permitting delays or conditions, including in connection with any environmental impact analyses, could have a material adverse
effect on our business, results of operations and financial condition.

 Private parties, such as environmental organizations
and local residents, frequently attempt to intervene in the permitting process to persuade regulators to deny necessary permits or seek
to overturn permits that have been issued. These third-party actions can materially increase the costs of and cause delays in the
permitting process and could cause us not to proceed with the development or operation of a property. In addition, our ability to successfully
obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake
such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or
may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely
affected by real or perceived detrimental events associated with our activities.

 Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering
and similar laws and regulations could negatively impact our reputation and results of operations.

 The legal and regulatory framework in which we
operate is complex, and our governance and compliance policies and processes may not prevent potential breaches of law or accounting or
other governance practices. Our operating and ethical codes, among other standards and guidance, may not prevent instances of fraudulent
behavior and dishonesty, nor guarantee compliance with legal and regulatory requirements.

 We are required to comply with anti-corruption laws
and regulations imposed by governments around the world with jurisdiction over our operations, which may include Australian
anti-bribery and corruption legislation, as well as the laws of the other countries (for example, the U.S. Foreign Corrupt Practices
Act and the UK's Bribery Act 2010) where we do business or have a close connection. These laws and regulations may restrict
our operations, trade practices, investment decisions and partnering activities. These and other applicable laws prohibit us and our officers,
directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or
providing anything of value to "foreign officials" for the purposes of influencing official decisions or obtaining or retaining
business or otherwise obtaining favorable treatment. We are subject to the jurisdiction of various governments and regulatory agencies
around the world, which may bring our personnel and representatives into contact with "foreign officials" responsible for
issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.

 Our failure to successfully comply with these
laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil
penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations
of alleged violations can be expensive and disruptive. Compliance, on the other hand, often adds cost and complexity to the permitting
process and subsequent operations. We continuously develop and maintain policies and procedures designed to comply with applicable anti-corruption,
anti-bribery, anti-money laundering and similar areas. However, there can be no guarantee that our policies and procedures will effectively
prevent violations by our employees or business partners acting on our behalf, for which we may be held responsible, and any such violation
could adversely affect our reputation, business, results of operations and financial condition.

 Our operations at our Projects are subject,
or may become subject, to environmental, health and safety regulations, which could impose additional costs and compliance requirements,
and we may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.

 Our operations at our Projects are subject to
compliance with various environmental, health and safety laws, regulations, permitting requirements and standards.

 We are subject to environmental laws, regulations
and permits in the various jurisdictions in which we operate. These environmental laws, regulations, and permits present greater risks
if we progress our mining operations. Such regulations would include those relating to, among other things, the removal and extraction
of natural resources, the emission and discharge of materials into the environment, including plant and wildlife protection, remediation
of soil and groundwater contamination, reclamation and closure of properties, including waste storage facilities, groundwater quality
and availability, and the handling, storage, transport and disposal of wastes and hazardous materials. Pursuant to such requirements,
we may be subject to inspections or reviews by governmental authorities. Failure to comply with these environmental requirements may expose
us to litigation, fines or other sanctions, including the revocation of permits and suspension of operations. We expect to continue to
incur significant capital and other compliance costs related to such requirements. These laws, regulations and permits, and the enforcement
and interpretation thereof, change frequently and generally have become more stringent over time. If our noncompliance with such regulations
were to result in a release of hazardous materials into the environment, such as soil or groundwater, we could be required to remediate
such contamination, which could be costly. Moreover, noncompliance could subject us to private claims for property damage or personal
injury based on exposure to hazardous materials or unsafe working conditions. In addition, changes in applicable requirements or stricter
interpretation of existing requirements may result in costly compliance requirements or otherwise subject us to future liabilities. The
occurrence of any of the foregoing, as well as any new environmental, health and safety laws and regulations applicable to our business
or stricter interpretation or enforcement of existing laws and regulations, could have a material adverse effect on our business, financial
condition and results of operations.

 We also could be liable for any environmental
contamination at, under or released from our or our predecessors' currently or formerly owned or operated properties or third-party waste
disposal sites. Certain environmental laws impose joint and several strict liability for releases of hazardous substances at such properties
or sites, without regard to fault or the legality of the original conduct. A generator of waste can be held responsible for contamination
resulting from the treatment or disposal of such waste at any off-site location (such as a landfill), regardless of whether the generator
arranged for the treatment or disposal of the waste in compliance with applicable laws. Costs associated with liability for removal or
remediation of contamination or damage to natural resources could be substantial and liability under these laws may attach without regard
to whether the responsible party knew of, or was responsible for, the presence of the contaminants. Accordingly, we may be held responsible
for more than our share of the contamination or other damages, up to and including the entire amount of such damages. In addition to potentially
significant investigation and remediation costs, such matters can give rise to claims from governmental authorities and other third parties,
including for orders, inspections, fines or penalties, natural resource damages, personal injury, property damage, toxic torts and other
damages. Our costs, liabilities and obligations relating to environmental matters could have a material adverse effect on our business,
financial position and results of operations.

 Additionally, due to the nature of our operations,
our employees and contractors are exposed to varying degrees of risk in the workplace. These risks may include exposure to dangerous situations,
machinery or materials and/or health hazards and have the potential to result in disease, personal injury or death. We are subject to
laws and regulations concerning the health, safety and security of our employees (including third-party personnel) working at sites
and persons who are not employed by us but may be directly affected by our operations under our management and, accordingly, must implement
adequate health and safety systems and procedures. Health and safety incidents can result in loss of life, losses and liabilities, work
stoppages, serious damage to equipment or property or environmental damage. These risk factors can, singularly or in combination, have
a material effect on our reputation, results of operations and financial condition. In the event of disease, injury or death arising out
of the negligence of an employer or its employees, a risk of civil and, in certain circumstances, criminal litigation exists. In the case
of a work-related fatality, an employer may be subjected to criminal charges in a court of law. Furthermore, such incidents can result
in citations for violation of various health and safety laws and regulations that could have a material adverse effect on our results
of operations, financial condition and/or prospects.

 The impacts of climate change may adversely
affect our operations and/or result in increased costs to comply with changes in regulations.

 Climate change is an international and community
concern which may directly or indirectly affect our business and current and future activities. The continuing rise in global average
temperatures has created varying changes to regional climates across the world and extreme weather events have the potential to delay
or hinder our exploration activities at our mineral projects, and to delay or cease operations at any future mine. This may require us
to make additional expenditures to mitigate the impact of such events which may materially and adversely increase our costs and/or reduce
production at a future mine. Governments at all levels are amending or enacting additional legislation to address climate change by regulating,
among other things, carbon emissions and energy efficiency, or where legislation has already been enacted, regulation regarding emission
levels and energy efficiency are becoming more stringent. As a significant emitter of GHG emissions, the mining industry is particularly
exposed to such laws and regulations. Compliance with such legislation and regulations, including the associated costs, may have a material
adverse effect on our business, financial condition, results of operations, prospects and our ability to commence or continue our exploration
and future development and mining operations.

 Changing climate patterns may also affect the
availability of water. If the effects of climate change cause prolonged disruption in the delivery of essential commodities, then production
efficiency may be reduced, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

 In addition, climate change is perceived as a
threat to communities and governments globally and stakeholders may demand reductions in emissions or call upon companies to better manage
their consumption of climate-relevant resources. A number of governments have already introduced or are moving to introduce climate
change legislation and treaties at the international, national, state/provincial and local levels. Regulations relating to emission levels
(such as carbon taxes) and energy efficiency are becoming more stringent. If the current regulatory trend continues, this may result in
increased costs at our Round Top Project.

 We are exposed to possible litigation risks,
including permit disputes (including in respect of access and/or validity of tenure), environmental claims, occupational health and safety
claims and employee claims. Further, we may be involved in disputes with other parties in the future that may result in litigation. Current
or future litigation or administrative proceedings could have a negative impact on our business.

 We may become involved in, named as a party to,
or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, relating to personal
injuries, property damage, property taxes, land rights, the environment and contract disputes.

 The outcome of outstanding, pending or future
proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect
on our assets, liabilities, business, financial condition or results of operations. Even if we prevail in any such legal proceeding, the
proceedings could be costly, time-consuming and may divert the attention of management and key personnel from our business operations,
which could adversely affect our financial condition.

 If we take federal monies, we could become
subject to federal regulations. This could delay timing and increase costs.

 To date, we have not accepted any federal grants
or other monies. The acceptance of federal monies would make the Company and its operations subject to continued compliance with various
federal regulations to which the Company is not currently subject. The imposition of any additional federal regulations as a result of
accepting any federal monies could delay timing of the expected completion of our Projects and increase our costs. Any such delays or
increased costs could harm our business and operations.

 Risks Related to Intellectual Property and
Technology

 If we infringe, or are accused of infringing,
the intellectual property rights of third parties, it may increase our costs or prevent us from being able to commercialize new products.

 There is a risk that we may infringe, or may be
accused of infringing, the proprietary rights of third parties under patents and pending patent applications belonging to third parties
that may exist in the United States and elsewhere in the world that relate to our rare earth products and processes. Because the
patent application process can take several years to complete, there may be currently pending applications that may later result
in issued patents that cover our products and processes. In addition, our products and processes may infringe existing patents.

 Defending ourselves against third-party claims,
including litigation in particular, would be costly and time consuming and would divert management's attention from our business,
which could lead to delays in the completion of our Projects and our downstream expansion plans. If third parties are successful in their
claims, we might have to pay substantial damages or take other actions that are adverse to our business. As a result of intellectual property
infringement claims, or to avoid potential claims, we might:

 be prohibited from, or delayed in, selling or licensing some
of our products or using some of our processes unless the patent holder licenses the patent to us, which it is not required to do;

 be required to pay substantial royalties or grant a cross license
to our patents to another patent holder; or

 be required to redesign a product or process so it does not
infringe a third party's patent, which may not be possible or could require substantial funds and time.

 In addition, we could be subject to claims that
our employees, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of third parties.

 If we are unable to resolve claims that may be
brought against us by third parties related to their intellectual property rights on terms acceptable to us, we may be precluded from
offering some of our products or using some of our processes.

 We may not be able to adequately protect
our intellectual property rights. If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed.

 Much of the technology used in the markets in
which we compete is protected by patents and trade secrets, and our commercial success will depend in significant part on our ability
to obtain and maintain patent and trade secret protection for our products and methods. To compete in these markets, we rely or may rely
on a combination of trade secret protection, nondisclosure and licensing agreements, patents and trademarks to establish and protect our
proprietary intellectual property rights, including our proprietary rare earth oxide and magnet production processes that are not currently
patented. Our intellectual property rights may be challenged or infringed upon by third parties or we may be unable to maintain, renew
or enter into new license agreements with third-party owners of intellectual property on reasonable terms. In addition, our intellectual
property may be subject to infringement or other unauthorized use outside of the United States. In such case, our ability to protect
our intellectual property rights by legal recourse or otherwise may be limited, particularly in countries where laws or enforcement practices
are undeveloped or do not recognize or protect intellectual property rights to the same extent as the United States. Unauthorized
use of our intellectual property rights or our inability to preserve existing intellectual property rights could adversely impact our
competitive position and results of operations. The loss of our patents, if and once received, could reduce the value of the related products.
In addition, the cost to litigate infringements of our patents (if and once received) or other intellectual property, or the cost to defend
ourselves against patent or other intellectual policy infringement actions by others, could be substantial and, if incurred, could materially
affect our business and financial condition.

 Proprietary trade secrets and unpatented know-how are
also very important to our business. We rely on trade secrets to protect certain aspects of our technology, especially where we do not
believe that patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. Our employees, consultants,
contractors, outside scientific collaborators and other advisors may unintentionally or willfully disclose our confidential information
to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential
or proprietary information. Enforcing a claim that a third party illegally obtained and is using our trade secrets is expensive and time
consuming, and the outcome is unpredictable. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how.
Failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

 We are dependent upon information technology
systems, which are subject to cyber threats, disruption, damage and failure. Any unauthorized access to, disclosure, or theft of personal
information we gather, store, or use could harm our reputation and subject us to claims or litigation. Further, a failure of our information
technology and data security infrastructure could adversely affect our business and operations.

 We maintain information necessary to conduct our
businesses, including confidential and proprietary information as well as personal information regarding our customers and employees,
in digital form. We also use computer systems to deliver our products and services and operate our businesses. Data maintained in digital
form is subject to the risk of unauthorized access, modification, exfiltration, destruction or denial of access and our computer systems
are subject to cyberattacks that may result in disruptions in service. We use many third-party systems and software, which are also
subject to supply chain and other cyberattacks. We attempt to develop and maintain information security programs to identify and mitigate
cyber risks but the development and maintenance of these programs is costly and requires ongoing monitoring and updating as technology
changes and efforts to overcome security measures become more sophisticated. Accordingly, despite our efforts, the risk of unauthorized
access, modification, exfiltration, destruction or denial of access with respect to data or systems and other cybersecurity attacks cannot
be eliminated entirely, and the risks associated with a potentially material incident remain. In addition, we provide some confidential,
proprietary and personal information to third parties in certain cases when it is necessary to pursue business objectives. While we obtain
assurances that these third parties will protect this information and, where we believe appropriate, monitor the protections employed
by these third parties, there is a risk the confidentiality of data held by third parties may be compromised.

 If our information or cyber security systems or
data are compromised in a material way, our ability to conduct our businesses may be impaired, we may lose profitable opportunities or
the value of those opportunities may be diminished and, as described above, we may lose revenue as a result of unlicensed use of our intellectual
property. If personal information of our customers or employees is misappropriated, our reputation with our customers and employees may
be damaged, resulting in loss of business or morale, and we may incur costs to remediate possible harm to our customers and employees
or damages arising from litigation and/or to pay fines or take other action with respect to judicial or regulatory actions arising out
of the incident. Insurance we obtain may not cover losses or damages associated with such attacks or events.

 We rely on various information technology systems.
These systems remain vulnerable to disruption, damage or failure from a variety of sources, including, but not limited to, errors by employees
or contractors, computer viruses, cyberattacks, including phishing, ransomware, and similar malware, misappropriation of data by outside
parties, and various other threats. Techniques used to obtain unauthorized access to or sabotage our systems are under continuous and
rapid evolution, and we may be unable to detect efforts to disrupt our data and systems in advance. Breaches and unauthorized access carry
the potential to cause losses of assets or production, operational delays, equipment failure that could cause other risks to be realized,
inaccurate recordkeeping, or disclosure of confidential information, any of which could result in financial losses and regulatory or legal
exposure, and could have a material adverse effect on our business, financial condition or results of operations. We may incur material
losses relating to cyberattacks or other information security breaches in the future. Our risk and exposure to these matters cannot be
fully mitigated because of, among other things, the evolving nature of these threats. As such threats continue to evolve, we may be required
to expend additional resources to modify or enhance any protective measures or to investigate and remediate any security vulnerabilities.

 Risks Related to our Securities.

 The Certificate of Designation for our
Series A Cumulative Convertible Preferred Stock and the Series A Preferred Investor Warrants each
contain "full ratchet" anti-dilution provisions and a VWAP adjustment provision applicable to the
conversion price and exercise price, respectively, which may result in a greater number of shares of Common Stock being issued upon
conversions or exercises than if the conversions or exercises were effected at the conversion price or exercise price in effect
currently.

 The Certificate of Designations of Preferences,
Rights and Limitations of 12% Series A Cumulative Convertible Preferred Stock (the " Series A Preferred
Stock Certificate of Designation ") for our Series A Cumulative Convertible Preferred Stock (the " Series A Preferred
Stock ") contains "full ratchet" anti-dilution provisions applicable to the conversion prices used in voluntary conversions
of Series A Preferred Stock by the holders thereof which provisions require the lowering of the applicable conversion price, as then in
effect, to the purchase price of equity or equity-linked securities issued in subsequent offerings at prices less than $10.00 per share.
In addition, if the 20-day volume-weighted average price of the Common Stock on the twenty-first trading day following
the date that is six months after Closing Date is less than the conversion price then in effect, the conversion price will be adjusted
to the greater of (i) such volume weighted average price and (ii) $7.50 (the " VWAP Adjustment "). The exercise
price of the Series A Preferred Investor Warrants are initially exercisable at $12.00 per share of Common Stock, subject to the same anti-dilution and
other adjustments as the Series A Preferred Stock. If the exercise price of the Series A Preferred Investor Warrants is reduced,
the number of shares of Common Stock that may be purchased upon exercise of such Series A Preferred Investor Warrants will be increased
proportionately, so that after such adjustment, the aggregate exercise price payable thereunder for the adjusted number of shares of Common
Stock shall be the same as the aggregate exercise price in effect immediately prior to such adjustment.

 If in the future, while any of our Series A
Preferred Stock or Series A Preferred Investor Warrants are outstanding, we issue securities at an effective Common Stock purchase
price below $10.00 that is less than the applicable conversion price of our Series A Preferred Stock or exercise price of our Series
A Preferred Investor Warrants, as then in effect, we will be required, subject to certain limitations and adjustments as provided in
the Series A Preferred Stock Certificate of Designation and the Series A Preferred Investor Warrants, to further reduce the relevant
conversion price, which will result in a greater number of shares of Common Stock being issuable upon conversion or exercise of the
Series A Preferred Stock or Series A Preferred Investor Warrants, as applicable, which in turn will have a greater dilutive effect
on our stockholders. Similarly, if the VWAP Adjustment is triggered, we will be required to reduce the relevant conversion price,
which will result in a greater number of shares of Common Stock being issuable upon conversion or exercise of the Series A Preferred
Stock or Series A Preferred Investor Warrants, as applicable, which in turn will have a greater dilutive effect on our stockholders.
Further, because the Series A Preferred Stock votes, together with the Common Stock, on an as-converted basis, a reduction in the
conversion price will immediately dilute the voting interest of our Common Stock, even if the Series A Preferred Stock is not
converted. The potential for such additional issuances may depress the price of our Common Stock regardless of our business
performance. We may find it more difficult to raise additional equity capital while any of our Series A Preferred Stock or Series A
Preferred Investor Warrants are outstanding.

 Further, it is possible that we will not have
a sufficient number of available shares to satisfy the conversion of the Series A Preferred Stock and exercise of the Series A Preferred
Investor Warrants if the applicable conversion price or exercise price is reduced. If we do not have a sufficient number of available
shares for such conversions or exercises, we will be required to increase our authorized shares, which may not be possible and will be
time consuming and expensive.

 Delaware law and our certificate of incorporation
and bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions
and could delay or discourage takeover attempts that stockholders may consider favorable.

 The provisions of our certificate of incorporation,
our bylwas and the DGCL summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt
that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price
for your shares of Common Stock.

 Our certificate of incorporation and bylaws contain
certain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors
and that may have the effect of delaying, deferring or preventing a future takeover or change in control of us unless such takeover or
change in control is approved by our board of directors.

 These provisions include:

 Authorized but Unissued Capital Stock. The authorized but unissued shares of our preferred stock
will be available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate
purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence
of authorized but unissued shares of our preferred stock could render more difficult or discourage an attempt to obtain control of a majority
of Common Stock by means of a proxy contest, tender offer, merger or otherwise.

 No Cumulative Voting for Directors. The DGCL provides that stockholders are not entitled to cumulate
votes in the election of directors unless a corporation's certificate of incorporation provides otherwise. Our certificate of incorporation
does not provide for cumulative voting. As a result, the holders of our Common Stock representing a majority of the voting power of all
of the outstanding shares of our capital stock of will be able to elect all of the directors then standing for election.

 Quorum. Our bylaws provide that at all meetings of our board of directors, a majority of the Whole
Board (as defined therein) will constitute a quorum for the transaction of business.

 Action by Written Consent. Any action required or permitted to be taken by our stockholders must
be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in lieu of a meeting of
stockholders by such holders; provided, however, that any action required or permitted to be taken by the holders of our preferred stock,
voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior
notice and without a vote, to the extent expressly so provided by the applicable certificate(s) of designation relating to such series
of preferred stock.

 Special Meetings of Stockholders. Our certificate of incorporation provides that, except as otherwise
required by law and subject to the rights of the holders of any series of our preferred stock, special meetings of stockholders of for
any purpose or purposes may be called at any time only by or at the direction of the Chair of our board of directors or by a resolution
adopted by the affirmative vote of a majority of the total number of directors that we would have if there were no vacancies on the our
board of directors, but such special meetings may not be called by stockholders or any other person or persons.

 Advance Notice Procedures. Our bylaws establish an advance notice procedure for stockholder proposals
to be brought before an annual meeting of the stockholders, and for stockholder nominations of persons for election to our board of directors
to be brought before an annual or special meeting of stockholders. Stockholders at an annual meeting will only be able to consider proposals
or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by
a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given
our secretary timely written notice, in proper form, of the stockholder's intention to bring that business or nomination before
the meeting. Although our bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates
or proposals regarding other business to be conducted at a special or annual meeting, as applicable, our bylaws may have the effect of
precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential
acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the
company.

 The requirements of being a public company
in the U.S. may strain our resources and divert management's attention, and the increases in legal, accounting and compliance expenses
that result from being a public company in the U.S. may be greater than we anticipate.

 Requirements associated with being a public company
in the United States requires significant resources and management attention. We are subject to certain reporting requirements of
the Exchange Act, and the other rules and regulations of the SEC, and Nasdaq. We are also subject to various other regulatory requirements,
including the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal, accounting and financial compliance
costs and to make some activities more time-consuming and costly. For example, these rules and regulations have made it, and may
continue to make it, more difficult and more expensive for us to obtain directors' and officers' liability insurance, which
could make it more difficult for us to attract and retain qualified members of our board of directors. In addition, as a public company
we are required to provide a report from management on our internal control over financial reporting that includes an assessment of the
effectiveness of these controls. Internal control over financial reporting has inherent limitations, including human error, the possibility
that controls could be circumvented or become inadequate because of changed conditions and fraud. Because of these inherent limitations,
internal control over financial reporting might not prevent or detect all misstatements. If we cannot provide reliable financial reports
or prevent fraud and errors in our financial statements, our reputation and operating results could be materially adversely affected.
We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. In addition,
complying with rules and regulations and the increasingly complex laws pertaining to public companies requires substantial attention from
our senior management, which could divert their attention away from the day-to-day management of our business. These cost increases
and the diversion of management's attention could materially and adversely affect our business, results of operations and financial
condition. We are also hiring additional personnel to support our financial reporting function and may face challenges in doing so.

 If the benefits of the Business Combination
do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

 If the benefits of the Business Combination do
not meet the expectations of investors or securities analysts, the market price of our securities may decline. The market values of these
securities at the time of the Business Combination could have varied significantly from their prices on the date the Business Combination
Agreement was executed, the date of this Annual Report, or the date on which Inflection Point's shareholders voted on the Business
Combination. Because the number of shares issued pursuant to the Business Combination Agreement were based on the per share value of the
amount in Inflection Point's trust account and was not adjusted to reflect any changes in the market price of Inflection Point's
Class A ordinary shares, the market value of shares of our and securities converted or exercised for shares of our Common Stock issued
in the Business Combination could have been higher or lower than the values of these securities on earlier dates.

 In addition, following the Business Combination,
our shares of Common Stock do not have any redemption rights like Inflection Point's public shares had and fluctuations in the price
of shares of our Common Stock could contribute to the loss of all or part of your investment. The trading price of shares of our Common
Stock following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which
are beyond our control. Inflationary pressures, increases in interest rates and other adverse economic and market forces may contribute
to potential downward pressures in market value of shares of Common Stock. Additionally, any of the risk factors discussed in this Annual
Report could have a material adverse effect on your investment and shares of Common Stock may trade at prices significantly below the
price you paid for them. In such circumstances, the trading price of shares of Common Stock may not recover and may experience a further
decline.

 Broad market and industry factors may materially
harm the market price of shares of Common Stock irrespective of our operating performance. The stock market in general, and Nasdaq specifically,
has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of
this volatility, you may not be able to sell your securities at or above the price at which they were acquired. A loss of investor confidence
in the market for the stocks of other companies which investors perceive to be similar to us could depress our share price regardless
of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could
adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

 There is no guarantee that the New USARE
Warrants will ever be in the money, and they may expire worthless.

 The exercise price for the New USARE Warrants
is $11.50 per share of Common Stock, subject to adjustment. There is no guarantee that the New USARE Warrants will ever be in the money
prior to their expiration, and as such, the New USARE Warrants may expire worthless.

 Your unexpired New USARE Warrants may be
redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

 Outstanding New USARE Warrants may be
redeemed at any time after they become exercisable and prior to their expiration, at a price of $0.01 per New USARE Warrant,
provided that the last reported sales price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing at least 150 days after completion of the Business Combination ending on the third trading day
prior to the date we send
the notice of redemption to the New USARE Warrant holders. If and when the warrants become
redeemable by us, we may not exercise our redemption rights if the issuance of share of Common Stock upon exercise of
the New USARE Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are is unable
to effect such registration or qualification, subject to New USARE's obligation in such case to use its best efforts to
register or qualify the shares of Common Stock under the blue sky laws of the state of residence in those states in which the
warrants were initially offered by Inflection Point in its IPO. Redemption of the outstanding New USARE Warrants could force
you (a) to exercise your New USARE Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so,
(b) to sell your New USARE Warrants at the then-current market price when you might otherwise wish to hold your New USARE
Warrants or (c) to accept the nominal redemption price which, at the time the outstanding New USARE Warrants are called for
redemption, is likely to be substantially less than the market value of your New USARE Warrants.

 The New USARE Warrants and the Series A
Preferred Investor Warrants may have an adverse effect on the market price of the Common Stock.

 There are an aggregate of 18,500,000 New
USARE Warrants outstanding, each exercisable for $11.50 per share of Common Stock. The Company has issued Series A Preferred
Investor Warrants exercisable for an aggregate of 5,279,413 shares of Common Stock, subject to adjustment, at an initial exercise
price of $12.00, subject to adjustment. Such New USARE Warrants and the Series A Preferred Investor Warrants, if and when exercised,
will increase the number of issued and outstanding shares and may reduce the market price of the Common Stock.

 You may only be able to exercise your New
USARE Warrants on a "cashless basis" under certain circumstances, and if you do so, you will receive fewer shares of Common
Stock from such exercise than if you were to exercise such New USARE Warrants for cash.

 The warrant agreement governing the New USARE
Warrants, dated as of May 24, 2023 (the " Warrant Agreement "), by and between the Company and Continental Stock Transfer
& Trust Company, as warrant agent, provides that in the following circumstances holders of public New USARE Warrants who seek to exercise
their New USARE Warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance
with Section 3(a)(9) of the Securities Act: (i) if the shares of Common Stock issuable upon exercise of the New USARE Warrants are not
registered under the Securities Act in accordance with the terms of the Warrant Agreement; (ii) if we have so elected and the shares of
Common Stock are at the time of any exercise of a public New USARE Warrant not listed on a national securities exchange such that they
satisfy the definition of "covered securities" under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected
and we call the public New USARE Warrants for redemption.

 If you exercise your New USARE Warrants on a cashless
basis, you would pay the warrant exercise price by surrendering the New USARE Warrants for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the New USARE Warrants, multiplied
by the excess of the "fair market value" of shares of Common Stock (as defined in the next sentence) over the exercise price
of the New USARE Warrants by (y) the fair market value. The "fair market value" is the average reported closing price of the
shares of Common Stock 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 New USARE Warrants, as applicable. As a result, you
would receive fewer shares of Common Stock from such exercise than if you were to exercise such New USARE Warrants for cash.

 A significant portion of our total outstanding
Common Stock is restricted from immediate resale but may be sold into the market in the near future. This could cause the market price
of our Common Stock to drop significantly, even if our business is doing well.

 Sales of a substantial number of shares of our Common Stock in the public market could occur at any time. These sales, or the perception
in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.

 We are party to a registration rights agreement with Inflection Point Holdings II LLC, the holders of Series A Preferred Stock and Series
A Preferred Investor Warrants, and certain other holders of our securities.

 Although former members of USARE OpCo that received more than 2% of our Common Stock in the Business Combination and the Sponsor are prohibited
from transferring any of the Common Stock they held as of the Closing Date (subject to customary exceptions) until six months after the
Closing Date, and are further prohibited from selling more than 50% of such holdings until one year after the Closing Date, these shares
may be sold under a registration statement or pursuant to an exemption from registration after the expiration or early termination or
release of the respective applicable lock-ups. The holders of Series A Preferred Stock and Series A Preferred Investor Warrants are not,
in their capacities as such, subject to any contractual lock-up restrictions. As restrictions on resale end and the registration statement
is available for use, the market price of Common Stock could decline if the holders of currently restricted shares sell them or are perceived
by the market as intending to sell them.

 Our certificate of incorporation provides,
subject to limited exceptions, that the courts of the State of Delaware are the sole and exclusive forum for certain stockholder litigation
matters, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors,
officers, employees or stockholders.

 Our certificate of incorporation requires, to
the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for
breach of fiduciary duty and other similar actions be brought in the Court of Chancery of the State of Delaware or, if that court does
not have jurisdiction, a state court located within the State of Delaware or the federal district court for the District of Delaware.
Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and
consented to the forum provisions in our certificate of incorporation. In addition, our certificate of incorporation provides that this
choice of forum does not apply to any complaint asserting a cause of action under the Securities Act and the Exchange Act. Finally, our
certificate of incorporation provides that federal district courts of the United States are the exclusive forum for the resolution of
any complaint asserting a cause of action under the Securities Act or the Exchange Act.

 While the Delaware Supreme Court has upheld provisions
of the certificates of incorporation of other Delaware corporations that are similar to the exclusive forum provision in our certificate
of incorporation, a court of a state other than the State of Delaware could decide that such provisions are not enforceable under the
laws of that state.

 The choice of forum provision may limit a stockholder's
ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees
or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum
provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs
associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

 We may be subject to securities litigation,
which is expensive and could divert management's attention.

 The share price of our Common Stock may be volatile and, in the past, companies that have experienced volatility in the market price of
their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation
of this type could result in substantial costs and diversion of management's attention and resources, which could have a material
adverse effect on its business, financial condition, results of operations and prospects. Any adverse determination in litigation could
also subject us to significant liabilities.

 As an "emerging growth company,"
we cannot be certain if the reduced disclosure requirements applicable to "emerging growth companies" will make our Common
Stock less attractive to investors.

 As an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies, including not being required to obtain an assessment of the effectiveness of our internal controls
over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying
with new or revised accounting standards, which we have elected to do.

 We cannot predict if investors will find our Common Stock less attractive because we rely on these exemptions. If some investors find
our Common Stock less attractive as a result, there may be a less active market for our Common Stock, our share price may be more volatile
and the price at which our securities trade could be less than if we did not use these exemptions.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 Risk management and strategy

 We rely on our technology network infrastructure
and information systems to operate our business, interact with vendors and customers, and collect and make payments, among other functions.
 Our internally developed infrastructure and systems, as well as those systems and processes provided by third-party vendors, may be susceptible
to damage or interruption from cybersecurity threats and incidents, which include any unauthorized access to our information systems that
may result in adverse effects on the confidentiality, integrity or availability of such systems or related information.

 Such attacks have become more sophisticated over
time, especially as threat actors have become increasingly well-funded by or themselves include governmental actors with significant
means. We expect that the sophistication of cyber-threats will continue to evolve as threat actors increase their use of AI and machine-learning
technologies. The Company experiences cyber threats in the normal course of its business, and computer viruses, hackers, employee
misconduct and other external hazards could expose our information systems to security breaches, cybersecurity incidents or other
disruptions, any of which could materially and adversely affect our business. Refer to Item 1A. Risk Factors, for additional details on
cybersecurity risks that could potentially materially affect the Company.

 We manage our risks from cybersecurity threats
through our overall enterprise risk management process, which is overseen by the Board. Our cybersecurity risks are considered individually
as part of our enterprise risk management process alongside other risks, and priorities and discussed with our Board. The Company seeks
to prioritize the management of cybersecurity risk and the protection of confidential information and systems. Under the supervision
of the Chief Executive Officer (" CEO ") and VP of Business Operations and Strategy, we work to identify all computing
assets including hardware, software, and network infrastructure in order to conduct a risk assessment. We consider threats that may
originate from both internal and external sources and maintain technical security controls internally. We are putting in place plans for
our employees to receive mandatory recurring cybersecurity training and phishing exercises.

 The Company's VP of Business Operations
and Strategy reports directly to the CEO and leads the Information Technology team (collectively, the " IT Security Team ").
The IT Security Team is responsible for the strategic oversight of cybersecurity risk management and strategy including the identification
and assessment of cybersecurity threats and incidents. Periodically, the Company's VP of Business Operations and Strategy is also
 responsible, alongside the Chief Financial Officer (" CFO ") and senior management, to keep the Audit Committee of the
Board of Directors informed and briefed with respect to cybersecurity risks and risks. Our VP of Business Operations and Strategy has
extensive experience of over 20 years in various IT roles across a range of cyber technologies, processes and strategies and is supported
by the IT Security Team and the wider IT team, to support the Company's cyber risk management processes, including the prevention,
detection and mitigation of cybersecurity threats and incidents, and any required response to and remediation of such cybersecurity threats
or incidents.

 Governance

 The Audit Committee is responsible for providing
governance and oversight over the Company's operational cybersecurity program, risk management and incident response on behalf of
the Board. On a periodic basis, management will report the results of any risk assessments, including the evaluation of any cybersecurity
risks, and the actions that the Company has taken to mitigate these risks. This includes assessing the measures and controls in
place to mitigate cybersecurity risks and providing oversight of the response of any significant cybersecurity threats and incidents.

 Item 2. Properties.

 For information regarding the properties of USARE, reference is made
to the disclosure set forth above in Item 1. Business of this Annual Report under the heading " USARE's Facilities,"
which is incorporated herein by reference.

 Item 3. Legal Proceedings.

 From time to time, we may become involved in legal
proceedings or be subject to claims that arise in the ordinary course of our business, the outcomes of which are subject to uncertainty.
Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management
time, create a negative perception of the company with communities, stakeholders, and government agencies and result in the diversion
of significant operational resources.

 A complaint was filed in Delaware Chancery
Court by Ramco Asset Management, LLC (" Ramco "), US Trading Company Metals RE, LLC, and Dinsha Dynasty Trust
(collectively, the " Plaintiffs ") on July 29, 2022 against USARE OpCo, Morzev Pty Ltd., Mordechai Gutnick ATF the
Morzev Trust, Mordechai Gutnick, and Pini Althaus (collectively, the " Defendants "), captioned Ramco Asset
Management, LLC v. USA Rare Earth, LLC, C.A. No. 2022-0665-SG (as amended, the " Complaint"). In connection with
this matter and a disagreement regarding the number of units of USARE OpCo that were issued to the Plaintiffs in transactions during
2019, the Complaint alleged causes of action for breach of contract, breach of fiduciary duty, breach of the Corporations Act
(Australia), fraud and misrepresentation, and breach of the duty of good faith and fair dealing. The Complaint seeks a variety of
relief, including compensatory and punitive damages, curative equity, attorneys fees and expenses and other relief as may be granted
by the court. USARE OpCo thereafter filed a motion to dismiss Plaintiffs' claims. After motion practice and argument, the
court dismissed all claims, except for Ramco's alleged breach of contract claim and alleged breach of good faith and fair
dealing as asserted against USARE OpCo. The remaining plaintiff has not quantified its alleged damages. Ramco and USARE OpCo are now
engaged in discovery, with trial scheduled for November 2025. USARE OpCo
intends to contest this matter vigorously.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Shareholder
Matters and Issuer Purchases of Equity Securities.

 Market Information

 Our common stock and warrants are listed on Nasdaq
under the symbols "USAR" and "USARW", respectively.

 Holders

 As of March 27, 2025, there were 444 holders
of record of our Common Stock, 27 holders of record of our Series A Preferred Stock, and 2 holders
of our New USARE Warrants. The number of holders of record does not include a substantially greater number of "street name"
holders or beneficial holders whose Common Stock and New USARE Warrants are held of record by banks, brokers and other financial
institutions.

 Pursuant to our bylaws, the former members of
USARE OpCo (excluding the former holders of the USARE Class A Convertible Preferred Units and the USARE Class A Preferred Investor Warrants,
solely with respect to securities received in exchange for such USARE OpCo securities) (together with their permitted transferees, the
" USARE Lock-Up Holders ") are not be permitted, prior to the date that is six months after the Closing Date (the " Initial
Common Stock Lock-Up Period ") to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of Common Stock that were or will be issued
or were or will be issuable to such USARE Lock-Up Holders in connection with the transactions contemplated by the Business Combination
Agreement (the " USARE Lock-Up Shares ") (ii) enter into any swap or other transfer arrangement in respect
of the USARE Lock-Up Shares or (iii) take any other similar actions (the actions specified in the foregoing clauses (i) through
(iii), collectively, " Transfer "), without the prior written consent of our board of directors. Our bylaws further provide
that such USARE Lock-up Holders will not be permitted to, prior to the date that is one year after the Closing Date (the " Second
Common Stock Lock-Up Period "), Transfer more than 50% of the USARE Lock-Up Shares, without the prior written consent of our
board of directors. Our bylaws provide for certain permitted transfers, including but not limited to, transfers to certain affiliates
or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain
conditions, or the exercise of certain stock options and warrants.

 Notwithstanding the foregoing, in connection with the Closing of the
Business Combination, our board of directors released specified USARE Lock-Up Holders, generally the USARE Lock-Up Holders who were expected
to own less than 0.2% of the Common Stock issued to all USARE Lock-Up Holders in the Business Combination, from the lock-up described above.

 Dividends

 We have not paid any cash dividends on our securities
to date. We do not intend to pay cash dividends for the foreseeable future. The payment of cash dividends in the future will be dependent
upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be
within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith.

 Securities Authorized for Issuance under Equity
Compensation Plans

 As of December 31, 2024, we did not have any securities
authorized for issuance under equity compensation plans. On March 13, 2025, in connection with Closing of the Business Combination, our
shareholders approved the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan (the " USARE Incentive Plan "). We have reserved
a total of 13,000,000 shares of our common stock for issuance pursuant to the USARE Incentive Plan, and the maximum number of shares that
may be issued pursuant to the exercise of incentive stock options granted under the USARE Incentive Plan is 13,000,000, in each case,
subject to certain adjustments set forth therein.

 Recent Sales of Unregistered Securities; Use
of Proceeds from Registered Offerings

 At the closing of the Business Combination, we
issued:

 i.
 an aggregate of 784,315 shares of Series A Preferred Stock and Series A Preferred Investor Warrants exercisable for an aggregate of
784,315 shares of Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment, pursuant
to the PIPE SPAs, for an aggregate consideration of $8,000,000;

 ii.
 an aggregate of 131,048 shares of Series A Preferred Stock pursuant to the Blitzer Series A SPA (as defined below) in exchange for
Michael Blitzer's forgiveness of the remaining 50% of the Convertible Promissory Note (as defined below); and

 iii.
 an aggregate of 877,500 shares of Common Stock pursuant to USARE OpCo's arrangements with Cohen & Company Capital Markets,
A Division of J.V.B. Financial Group, LLC (" CCM ").

 These securities were issued pursuant to the exemption
from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Each acquiror is an accredited investor for
purposes of Rule 501 of Regulation D.

 Item 6. Reserved.

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

 Unless otherwise noted or the context otherwise
requires, references to the "Company," "Inflection Point," "Inflection Point Acquisition Corp. II,"
"our," "us" or "we" refer to Inflection Point Acquisition Corp. II. The following discussion and analysis
of the Company's financial condition and results of operations should be read in conjunction with our audited financial statements
and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report.
The term "USARE OpCo" refers to USA Rare Earth, LLC, and the term "New USARE" refers to USA Rare Earth, Inc. after
the consummation of the Business Combination.

 The financial information included in this Item
7 is that of Inflection Point prior to the Business Combination because the Business Combination was consummated subsequent to the period
covered by the audited financial statements included in this Annual Report.

 Overview

 Until March 13, 2025, we were a special purpose
acquisition company incorporated in the Cayman Islands on March 6, 2023, formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. Our intent was to
effectuate a business combination, including the Business Combination, using cash derived from the proceeds of the IPO and the
sale of the private placement warrants, our shares, debt or a combination of cash, our shares and debt.

 We incurred significant costs in the pursuit of
our acquisition plans.

 Results of Operations

 We have neither engaged in any operations nor
generated any revenues through December 31, 2024. Our only activities from March 6, 2023 (inception) through December 31, 2024 were organizational
activities, those necessary to prepare for our IPO, described below, and subsequent to the IPO, identifying a target company for a business
combination and activities in connection with the Business Combination. We did not generate any operating revenues from March 6, 2023
(inception) through December 31, 2024. We generated non-operating income in the form of interest income on cash and cash equivalents and
dividend income on marketable securities held in the trust account established in connection with Inflection Point's IPO (the " Trust
Account "). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing
compliance), as well as for due diligence expenses.

 For the year ended December 31, 2024, we had net
income of $7,899,035, which consists of dividend income earned on marketable securities held in the Trust Account of $12,019,932, change
in fair value of Forward Purchase Agreement of $435,568 and interest income from bank of $5,755, partially offset by formation and operating
costs of $4,077,377 and loss on issuance of Forward Purchase Agreements of $484,843.

 For the period from March 6, 2023 (inception)
through December 31, 2023, we had net income of $6,748,069, which consists of dividend income earned on marketable securities held in
the Trust Account of $7,721,518 and interest income from bank of $11,763, partially offset by formation and operating costs of $985,212.

 Business Combination with USARE

 On
August 21, 2024 (the " Signing Date "), Inflection Point entered into that certain Business Combination Agreement by
and among Inflection Point, USARE OpCo and Merger Sub (as amended on November 12, 2024 and January 30, 2025), pursuant to which, among
other things and subject to the terms and conditions contained therein, Merger Sub merged with and into USARE OpCo w ith
USARE continuing as the surviving company and a direct wholly owned subsidiary of Inflection Point. In connection with the Closing of
the Business Combination, Inflection Point changed its name to "USA Rare Earth, Inc.".

 The Domestication

 Inflection Point, after obtaining the required
shareholder approvals, completed the Domestication, changing 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. Prior to, but on the same
day as, the Domestication, Inflection Point provided its public shareholders the opportunity to redeem their public shares on the terms
and conditions set forth in the Business Combination Agreement and Inflection Point's governing documents (the " Redemption ").
The Company redeemed 128,140 public shares in the Redemption.

 By virtue of the Domestication and subject to
the satisfaction or waiver of the conditions of the Business Combination Agreement, including approval of Inflection Point'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 Inflection Point converted automatically, on a one-for-one basis, into one (1) Class A ordinary share, par
value of $0.0001 per share, of Inflection Point (the " Sponsor Share Conversion "); and (ii) in connection with the Domestication,
(x) each then issued and outstanding Class A ordinary share (that was not redeemed pursuant to the Redemption) converted automatically,
on a one-for-one basis, into one (1) share of Common Stock; (y) each of the then issued and outstanding warrants representing the right
to purchase one Class A ordinary share converted automatically into a New USARE Warrant to acquire one (1) share of Common Stock; and
(z) each of the then issued and outstanding units of Inflection Point was cancelled and each holder thereof became entitled to one share
of Common Stock and one-half (1/2) of one New USARE Warrant.

 The Merger and Consideration

 Subject to, and in accordance with the terms and
conditions of the 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 OpCo (the " USARE Class C Convertible Preferred Units ")
or Class C-1 convertible preferred units of USARE OpCo (the " USARE Class C-1 Convertible Preferred Units ") was automatically
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)) was automatically converted into such number of Class B units of USARE OpCo (the " USARE Class B Units ")
into which such USARE Class C Convertible Preferred Unit or USARE Class C-1 Convertible Preferred Unit, as applicable, was convertible
in connection with the Merger pursuant to USARE OpCo's Sixth Amended and Restated Operating Agreement, as amended (the " Pre-Closing
USARE OpCo OA ").

 Subject to, and in accordance with the terms and
conditions of the Business Combination Agreement, at the Effective Time:

 (i)

 each unit of USARE OpCo that was owned by Inflection Point, Merger Sub or USARE OpCo (in treasury or otherwise) immediately prior to the Effective Time (each an " Excluded Unit ") was cancelled and ceased to exist and no consideration was delivered in exchange therefore;

 (ii)

 each incentive unit
 (the " USARE Incentive Units ") that was issued and outstanding immediately prior to the Effective Time (other than
 Excluded Units), 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 Signing Date 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 Class A unit of USARE OpCo (the " USARE Class A Units ") 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;

 (iii)

 each warrant to purchase units of USARE OpCo (excluding the USARE Class A Preferred Investor Warrants (as defined below)) (the " USARE Warrants ") that was outstanding and unexercised immediately prior to the Effective Time was, by virtue of the occurrence of the Merger, automatically 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 was treated as being issued and outstanding immediately prior to the Effective Time;

 (iv)

 each USARE Class A Unit that was 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) was cancelled and converted into the right to receive a number of shares of 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 Common Stock equal to the Earn-out Exchange Ratio (as defined below) (the " Per Unit Earn-out Consideration ");

 (v)

 each USARE Class B Unit that was 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) was cancelled and converted into the right to receive the Per Unit Base Consideration and the Per Unit Earn-out Consideration;

 (vi)

 each Class A-1 convertible preferred unit of USARE OpCo (the " USARE Class A-1 Convertible Preferred Units ") and each Class A-2 convertible preferred unit of USARE OpCo (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 was issued and outstanding immediately prior to the Effective Time (other than Excluded Units) was cancelled and converted into the right to receive one share of Series A Preferred Stock (as defined below); and

 (vii)

 each warrant to purchase USARE Class A Units at an initial exercise price of $12.00 per USARE Class A Unit, subject to adjustment, and initially issued to a holder of USARE Class A Convertible Preferred Units (each such warrant, a " USARE Class A Preferred Investor Warrant ") was cancelled and converted into the right to receive a Series A Preferred Investor Warrant (as defined below) exercisable for a number of shares of 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

 Pursuant to the Business Combination Agreement,
the aggregate consideration paid in, or in connection with, the Merger in respect of the outstanding equity securities of USARE OpCo (excluding
the USARE Class A Convertible Preferred Units and the USARE Class A Preferred Investor Warrants) was 72,747,711 shares of Common Stock
(the " Aggregate Base Consideration "). The Aggregate Base Consideration was calculated as (i) the number of shares of
Common Stock equal to the quotient of (a) $800,000,000 divided by (b) the redemption price of $10.99687276. The " Exchange Ratio "
was equal to 0.2043578. The Exchange Ratio was calculated as the Aggregate Base Consideration divided by the sum (without duplication)
of the aggregate number of (i) USARE Class A Units that were issued and outstanding immediately prior to the Effective Time, (ii) USARE
Class B Units that were 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 "). At the Effective Time, the USARE Fully Diluted Capital
was 355,983,292 units, consisting of (i) 207,585,648 Class A common units, (ii) 20,778,672 Class B common units, (iii) 22,274,921 common
units deemed issued 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), (iv) 96,049,828 Class B common units deemed issued upon conversion of all
outstanding USARE Class C Convertible Preferred Units and USARE Class C-1 Convertible Preferred Units, (v) 7,440,828 Class B common units
deemed issued upon full exercise of all issued and outstanding Class B common warrants (calculated using the treasury method of accounting
on a cashless exercise basis), and (vi) 1,853,395 Class B common units deemed issued upon full exercise of all issued and outstanding
Class C common warrants and Class C-1 common warrants (calculated using the treasury method of accounting on a cashless exercise basis).

 The " Earn-out Exchange
Ratio " was 0.028091206. The Earn-out Exchange Ratio was calculated as 10,000,000 shares of Common Stock (the
" Aggregate Earn-out Consideration ") divided by the USARE Fully Diluted Capital. 50% of the Aggregate Earn-out
Consideration will vest and be issued if, during the five year period beginning on the first anniversary of the Closing Date, the
closing sale price of one share of 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 days on which shares of Common Stock
are actually traded on the principal securities exchange or securities market on which shares of Common Stock are then traded (each
a "Trading Day"). The remaining 50% of the Aggregate Earn-out Consideration shall vest and be issued if, during the
period beginning on the first anniversary of the Closing Date and ending on the sixth anniversary of the Closing Date, the closing
sale price of one share of 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 transaction or series of transactions the result of which is (a) the acquisition by any person or
"group" (as defined in the Exchange Act of 1934, as amended (the " Exchange Act ")) of persons of
direct or indirect beneficial ownership of securities representing 50% or more of the combined voting power of the then outstanding
securities of New USARE, (b) a merger, consolidation, reorganization or other business combination, however effected, resulting in
any person or "group" (as defined in the Exchange Act) acquiring at least 50% of the combined voting power of the then
outstanding securities of New USARE or the surviving person outstanding immediately after such combination; or (c) a sale of all or
substantially all of the assets of New USARE (" Change of Control "), pursuant to which New USARE or its
shareholders have the right to receive consideration if the implied value per share of 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.
Should the implied value per share of Common Stock pursuant to a Change of Control be less than $15.00, then the vesting conditions
discussed above shall no longer apply and no further shares of Common Stock will be issued as Aggregate Earn-out Consideration.

 In connection with the Closing:

 i.

 USARE OpCo and New USARE entered into the A&R Operating Agreement, to, among other things, admit New USARE as the manager of USARE OpCo; and

 ii.

 Inflection Point filed 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 Business Combination Agreement, on the Signing Date, Inflection Point, USARE OpCo and Inflection Point Fund I, LP (" Inflection
Point Fund "), an accredited investor that is an affiliate of Inflection Point and Inflection Point Holdings II LLC (the " Sponsor ")
entered into a Securities Purchase Agreement (the " Series A SPA "). Pursuant to the Series A SPA, Inflection Point Fund
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 Common Stock equal to the
amount of shares into which such shares of 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 ").
Each share of Series A Preferred Stock has a stated value of $12.00 (the " Stated Value "). Subsequently, 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 for an aggregate purchase price of approximately $8.5 million as part of an additional investment into USARE Class A-2 Convertible
Preferred Units. Pursuant to a termination agreement, dated as of January 31, 2025, by and among Inflection Point, USARE and Inflection
Point Fund (the " Series A SPA Termination Agreement "), upon the pre-funding of the Series A Preferred Stock Investment,
the Series A SPA was terminated.

 In addition, pursuant to a Securities
Purchase Agreement, dated as of August 21, 2024, as amended on January 22, 2025, by and among Inflection Point, Michael Blitzer (the
Company's Chairman and then-Chief Executive Officer) and USARE OpCo, Inflection Point agreed to issue at Closing, a number of
shares of Series A Preferred Stock equal to the number of Blitzer Conversion Preferred Shares (as defined in the Proxy
Statement/Prospectus) 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 " Convertible Promissory
Note "). This Securities Purchase was Agreement was 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 was his forgiveness of 50% of the then-outstanding balance
of the Convertible Promissory Note and (ii) Mr. Blitzer did not receive a Series A Preferred Investor Warrant for such
forgiveness.

 On March 11, 2025, Inflection Point and USARE
OpCo entered into additional securities purchase agreements with Inflection Point Fund and another accredited investor,
Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (together with Inflection Point Fund, the " Additional
Series A Cumulative Convertible Preferred Stock Investors "), pursuant to which the Additional Series A Cumulative Convertible
Preferred Stock Investors agreed to purchase an aggregate of (i) 784,314 shares of Series A Preferred Stock and (ii) Series A Preferred
Investor Warrants exercisable for an aggregate of 784,314 shares of Common Stock, subject to adjustment, for an aggregate purchase price
of $8.0 million. This transaction closed as part of the Business Combination on March 13, 2025.

 Sponsor Support Agreement

 Concurrently with the execution of the Business
Combination Agreement, the Sponsor, Inflection Point and USARE OpCo entered into a sponsor support agreement (the " Sponsor Support
Agreement "), pursuant to which, among other things, the Sponsor agreed to (i) vote to adopt and approve the 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 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 Business Combination Agreement) are below $50,000,000, up to a
maximum of 1,500,000 New USARE Warrants forfeited. On January 31, 2025, the Sponsor, Inflection Point and USARE OpCo entered into an amendment
to the Sponsor Support Agreement to eliminate the potential forfeiture of New USARE Warrants by the Sponsor.

 Member Support Agreement

 Concurrently with the execution of the Business
Combination Agreement, Inflection Point entered into a member support agreement (the " Member Support Agreement ") with
USARE OpCo and certain members of USARE OpCo (the " Supporting USARE Members ") pursuant to which each such Supporting
USARE Members agreed to, among other things, support and vote in favor of the Business Combination Agreement, and the transactions contemplated
therein (including the Merger).

 Fee Reduction Agreement

 Pursuant to that certain underwriting agreement
between Inflection Point and Cantor Fitzgerald & 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 "), Inflection Point 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 Inflection
Point, filed with the SEC (File No. 333- 271128), and dated May 24, 2024. Solely in connection with the Business Combination, Inflection
Point, CF&CO and USARE OpCo entered into that certain fee reduction agreement, dated as of August 20, 2024 (the " Fee Reduction
Agreement "), pursuant to which, upon consummation of the Business Combination, CF&CO accepted, in lieu of such Original
Deferred Fee: (i) either (at Inflection Point'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 Common Stock, plus (ii) 2.0% of the amount by which the Total Capital Raised (as defined in the Fee Reduction Agreement)
exceeded $50,000,000. Additionally, solely if Inflection Point elected to pay the all-cash fee discussed above, CF&CO would forfeit
1,650,000 private placement warrants. In connection with the Closing of the Business Combination, Inflection Point elected to pay, and
paid the all-cash fee discussed above, and CF&CO forfeited 1,650,000 warrants.

 Amendment No. 1 to Business Combination Agreement

 On November 12, 2024, Inflection Point and USARE
OpCo entered into that certain Amendment No. 1 to the Business Combination Agreement (the " BCA Amendment "). The BCA
Amendment:

 (i) 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 OpCo that would
be issued upon full exercise of such USARE Class A Preferred Investor Warrant; and

 (ii) 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 or the termination of the Business Combination Agreement.

 Amendment No. 2 to the Business Combination
Agreement

 On January 30, 2025, Inflection Point and USARE
OpCo entered into that certain Amendment No. 2 to the Business Combination Agreement to, among other matters, set out the directors of
the New USARE, address certain other governance matters and modify certain document delivery conditions.

 Forward Purchase Agreements

 On March 11, 2025, Inflection Point and USARE
OpCo 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 USARE OpCo 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 agreed to hold up to 892,825 public shares, (ii) Newtyn agreed to hold up to 700,000 public shares, and (iii)
L1 agreed to hold up to 297,669 public shares in connection with the Closing. For purposes of the Forward Purchase Agreements, the public
shares held by each Seller are referred to as such Seller's " FPA Shares. " Each Seller, acting separately
and solely for its own account, was permitted, if necessary, to (i) reverse its previous election to redeem its public 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 public shares through a broker in the open market from holders of public shares (other than
Inflection Point), including from holders who previously elected to redeem their public 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 ") was 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. Each Seller notified the Counterparty that it would subject the maximum Number of Shares to their respective Forward
Purchase Agreements. The Number of Shares was subject to reduction following the full or partial optional early termination of the Forward
Purchase Agreements as described below.

 Each Forward Purchase Agreement provides that
no later than the earlier of (a) one business day after the Closing and (b) the date any assets from Inflection Point's trust account
are disbursed in connection with the Business Combination, the Seller under such Forward Purchase Agreement was paid directly, out of
the funds held in Inflection Point's trust account, an amount (the " Prepayment Amount ") equal to the product
of (i) the Number of Shares and (ii) an amount (the " Initial Price ") equal to the redemption price per share payable
to investors who elected to redeem in connection with the Business Combination.

 From time to time on any day the Nasdaq is open
for trading following the date of the Closing (any such date, an " OET Date "), each Seller may, in its absolute discretion,
elect to sell any and all FPA Shares it owns. Any such sale shall automatically terminate such Seller's Forward Purchaser Transaction
in whole or in part with respect to any such number of sold shares. Seller shall, on any day of such OET Date, give written notice to
the Counterparty of such termination and specify the number of sold FPA Shares (such quantity, the " Terminated Shares ").
As of each OET Date, the Counterparty shall be entitled from Seller, and the Seller shall pay to the Counterparty, an amount equal to
the product of (a) the then in effect Reset Price (as defined in the Forward Purchase Agreement and subject to a floor of $4.00) and (b)
the number of Terminated Shares.

 Each Forward Purchase Agreement's maturity
date is the date 90 days after the Closing (the " Maturity Date "). Upon the occurrence of the Maturity Date, in exchange
for delivery of the then Number of Shares under each Forward Purchase Transaction, the Counterparty shall pay each Seller an amount (the
" Maturity Consideration ") equal to (i) the number of FPA Shares less the number of Terminated Shares multiplied by
(ii) the Initial Price. The Seller will retain the Maturity Consideration from the Prepayment Amount paid by the Counterparty to the Seller.

 Each of the Forward Purchase Agreements could
be terminated by any of the parties thereto if any of the following events occur: (a) it being, or, as a consequence of a change in law,
regulation or interpretation, it becomes or will become, unlawful for the Seller to perform any of its obligations contemplated by a Forward
Purchase Agreement, or (b) upon the occurrence of any Material Adverse Change (as defined in the Forward Purchase Agreements) of the Counterparty.
Upon any termination that occurs following the Closing due to clauses (a) or (b) above, Counterparty shall be obligated to promptly accept
for redemption all of Seller's shares in exchange for the Initial Price.

 Closing of the Business Combination

 The Business Combination closed on March 13, 2025.
For additional information regarding the USARE Business Combination see the Company's Current Report on Form 8-K (File No. 001-41711)
filed by New USARE on March 19, 2025, and the Proxy Statement/Prospectus.

 Liquidity, Capital Resources and Going Concern

 Until the consummation of the IPO, our only source
of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from
the Sponsor.

 On May 30, 2023, we consummated the IPO of 25,000,000
Units, which included 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. Simultaneously with the closing of the IPO, we consummated the sale of 7,650,000
private placement warrants to the Sponsor and CF&CO, the representative of the underwriters of the IPO, at a price of $1.00 per private
placement warrant, generating gross proceeds of $7,650,000.

 Following the IPO and the private placements,
a total of $251,250,000 ($10.05 per Unit) was placed in the Trust Account. We incurred transaction costs of $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.

 For the year ended December 31, 2024, cash used
in operating activities was $1,398,564. Net income of $7,899,035 was affected by dividend income earned on marketable securities held
in the Trust Account of $12,019,932, change in fair value of Forward Purchase Agreement of $435,568 and loss on issuance of Forward Purchase
Agreements of $484,843. Changes in operating assets and liabilities used $2,673,058 of cash for operating activities.

 As of December 31, 2024, we had marketable securities
held in the Trust Account of $24,075,435 consisting of U.S. government treasury obligations with maturity of 185 days or less or interests
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. We were permitted withdraw interest from the Trust Account to pay taxes, if any. We intended to use substantially
all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting
commissions and taxes payable), to complete our initial business combination.

 As of December 31, 2024, we had cash of $2,101.
Prior to the Business Combination, our intent was to use the funds held outside the Trust Account primarily to identify and evaluate
target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective
target businesses, structure, negotiate and complete a business combination, to pay for directors and officers liability insurance premiums
and to pay an aggregate of $27,083 per month (the " Monthly Fee ") to The Venture Collective LLC (" TVC "),
an affiliate of one of our directors, Nicholas Shekerdemian, for the services of Peter Ondishin, Chief Financial Officer, and Kevin Shannon,
Chief of Staff. 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 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, 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, 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.

 In order to finance working capital or to finance
transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of
the Company's officers and directors was permitted, but not obligated to, loan the Company funds as may be required (the " Working
Capital Loans "). In the event that the initial Business Combination did not close, the Company was permitted to use a portion
of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would
have been used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans was 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. Such warrants
would have been identical to the private placement warrants.

 On August 13, 2024, to document existing and future
Working Capital Loans, the Company issued the Convertible Promissory Note to Michael Blitzer, the Company's Chairman and then-Chief Executive Officer,
pursuant to which the Company was permitted to 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 an initial business combination.

 All unpaid principal under the Convertible Promissory
Note was due and payable in full on the earlier of (i) August 21, 2025, 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 an initial business combination,
unless accelerated upon the occurrence of an event of default as set forth in the Convertible Promissory Note. Mr. Blitzer had the option,
at any time on or prior to the repayment of amounts owed under the Convertible Promissory Note, to convert up to $1,500,000 outstanding
under the Convertible Promissory 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, we had an outstanding borrowing of $1,200,000 under the Convertible
Promissory Note.

 Pursuant to a Securities Purchase Agreement, dated
as of August 21, 2024, as amended on January 22, 2025, by and among Inflection Point, Michael Blitzer and USARE OpCo, Inflection Point
agreed to issue at Closing, a number of shares of Series A Preferred Stock equal to the number of Blitzer Conversion Preferred Shares
(as defined in below) to Mr. Blitzer exchange for his forgiveness of 50% of the then-outstanding balance of the
Convertible Promissory Note. In addition, pursuant to a Securities Purchase Agreement, dated as of August 21, 2024, by and between USARE
OpCo and Mr. Blitzer, USARE OpCo 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 for Mr. Blitzer's promise to forgive, at the closing of the Proposed Business Combination, the other 50%
of the then-outstanding balance of the Convertible Promissory Note. Such amounts were forgiven upon the Closing for the consideration
described above.

 As of December 31, 2024, we believed that amounts
not held in trust were not sufficient to pay the costs and expenses that are payable prior to the
closing of our initial business combination. Our costs were primarily expected to be incurred in connection with identifying a target
business, undertaking in-depth due diligence and negotiating a business combination. As of December 31, 2024, our officers, directors
and our Sponsor were permitted, but not obligated to, loan us funds as may be required. Accordingly, we may not be able to obtain additional
financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could
include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead
expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These
conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of time which is considered
to be one year from the date of the issuance of the financial statements, or, if earlier, the date that we would have been required to
cease all operations, except for the purpose of winding up, if a business combination was not consummated. The financial statements do
not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary
should we be unable to continue as a going concern.

 On March 13, 2025, Inflection Point consummated
the Business Combination with USARE OpCo and substantially all of the assets and the business of the combined company are held and
operated by New USARE and its subsidiaries. New USARE has generated no revenues since inception, continues to incur losses from operations,
and has an accumulated deficit. Following the Closing, New USARE's ability to continue as a going concern is dependent upon its
ability to raise capital, to implement its business plan, generate sufficient revenues, and to control operating expenses. As of March
28, 2025, New USARE had cash of approximately $23.4 million.

 Off-Balance Sheet Arrangements

 We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of December 31, 2024. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

 Contractual obligations

 As of December 31, 2024, we did not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $27,083 per month to
TVC, for the services of Peter Ondishin, Chief Financial Officer, and Kevin Shannon, Chief of Staff. We began incurring such fees on May
24, 2023, and no longer incur these fees monthly as of the consummation of the Business Combination. 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. The Monthly Fee was further reduced from $18,882 to $14,746 for the period starting September 1, 2024. On November
8, 2024, Inflection Point 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 consummation
of the Business Combination, the Company ceased paying the Monthly Fee.

 The underwriters were 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 Inflection Point's
initial business combination subject to the terms of the underwriting commission.

 Pursuant to the Fee Reduction Agreement, solely
in connection with the Business Combination, upon consummation of the Business Combination, CF&CO accepted, in lieu of such Original
Deferred Fee: (i) either (at Inflection Point'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 Common Stock, plus (ii) 2.0% of the amount by which the Total Capital Raised (as defined in the Fee Reduction Agreement)
exceeded $50,000,000. Additionally, solely if Inflection Point elected to pay the all-cash fee discussed above, CF&CO agreed to forfeit
1,650,000 private placement warrants. We elected to pay the all-cash fee discussed above and such payment was made and such private placement
warrants were forfeited in connection with the Closing of the Business Combination.

 Critical Accounting Policies

 The preparation of financial statements and related
disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
We have identified the following critical accounting policies:

 Net Income per Share

 Net income per share is computed by dividing net
income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.
Weighted average shares were reduced for the effect of an aggregate of 825,000 Class B ordinary shares that were subject to forfeiture
if the over-allotment option was not exercised by the underwriters. At December 31, 2024 and 2023, Inflection Point did not have any dilutive
securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings
of Inflection Point. As a result, diluted income per share is the same as basic income per share for the periods presented.

 Recent Accounting Standards

 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 yet effective, accounting standards, if currently adopted, would have a material effect on Inflection Point's financial
statements.

 Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

 Item 8. Financial Statements and Supplementary Data.

 The financial statements required to be filed pursuant to this Item
8 are appended to this Annual Report and incorporated herein by reference. An index of those financial statements is found in Item 15
of Part IV of this Annual Report.

 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.

 None.

 Item 9A. 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.

 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
31, 2024. 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. 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.

 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
Reporting

 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.

 Item 9B. Other Information.

 (a) None

 (b) None

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

 Not Applicable.

 Item 10. Directors, Executive Officers and Corporate Governance.

 Directors and Executive Officers

 Our directors and executive officers are as follows:

 Name

 Age

 Position

 Joshua Ballard

 Chief Executive Officer and Director

 William Robert Steele Jr.

 Chief Financial Officer

 David Kronenfeld

 Chief Legal Officer and Corporate Secretary

 Steve Ridge

 Chief Operating Officer

 Michael Blitzer

 Chairman

 Mordechai Gutnick

 Paul Kern

 Otto Schwethelm

 Michael Senft

 Tready Smith

 Carolyn Trabuco

 Joshua Ballard. Joshua
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,
Mr. 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. Mr. 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.
Mr. Ballard also held multiple CFO roles with pre-IPO venture-backed companies as Managing Director of Lanterne Advisors,
LLC. Mr. 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. William
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
2025. 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
2024. 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. Mr. 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. David
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. Mr. Kronenfeld joined USARE OpCo in March 2021. Prior to his role at USARE OpCo, Mr. Kronenfeld
worked from April 2019 to May 2021 as an attorney in Hunter Business Law's M&A and securities division. Mr. Kronenfeld
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. Mr. 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.

 Steve Ridge. Steve
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. Mr. 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. Mr. 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. Mr. Ridge is also a Certified Six Sigma Green Belt.

 Michael Blitzer. Michael Blitzer
serves as a director and the Chairperson of our board of directors. Mr. 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. Mr. 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.
Mr. 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. (Nasdaq: LUNR). 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. Mr. 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. Mr. 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. Mr. 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.

 Mordechai Gutnick. Mordechai
Gutnick serves as a director on our board of directors. Mr. 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
March 2025. 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. Gutnick
has served as a director or officer of numerous private companies and other companies registered with the Australian Securities and Investments
Commission (" ASIC "). Mr. 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. Mr. 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). General
Paul Kern serves as a director on our board of directors. Mr. 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. Mr. 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. Mr. 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. In 2005, Mr. Kern
retired after almost 38 years with the US Army, last serving as the Commanding General of the Army Materiel Command. Mr. 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. Kennedy
School, Harvard University and was a member of the Defense Science Board for 14 years.

 Otto C. Schwethelm. Otto
Schwethelm serves as a director on our board of directors. Mr. 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. Mr. Schwethelm
holds credentials as a Certified Public Accountant (licensed in Texas), Certified Internal Auditor, and Certified Fraud Examiner. He earned
his Bachelor of Business Administration degree in Accounting from the University of Texas at Austin.

 Michael Senft. Michael
Senft serves as a director on our board of directors. Mr. Senft is a former CFO and investment banker who has served on multiple
public company boards. Mr. 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. Mr. 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. from 2019
until its merger with Molekule Group, Inc. in 2023. 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. Mr. Senft was an investment banker for over
30 years, including roles at Moelis & Company, CIBC World Markets Corp., and Merrill Lynch & Co. Mr. 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. Tready
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. Ms. 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. Ms. 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. Ms. 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. Carolyn
Trabuco serves as a director on our board of directors. Ms. 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. Ms. 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. Ms. 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. Ms. 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. Ms. Trabuco
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
Directors

 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

 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
committees. 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, ( 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 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; and

 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; and

 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

 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; and

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

 Code of Ethics

 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, (

 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.

 Item 11. Executive Compensation.

 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). Upon the
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. 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 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 "
below. 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; and

 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,
2023.

 Name and Principal Position

 Year

 Salary
 ($) (1)

 Bonus
 ($) (2)

 Option
 Awards
 ($) (3)

 All Other
 Compensation
 ($) (4)

 Total

 Joshua Ballard (5)
 Chief Executive Officer

 2024

 $
 8,654

 —

 —

 —

 $
 8,654

 Tom Schneberger

 2024

 $
 257,500

 —

 —

 $
 39,104

 $
 296,604

 Former Chief Executive Officer

 2023

 $
 650,000

 $
 716,667

 —

 $
 71,550

 $
 1,438,217

 Effie Simanikas

 2024

 $
 92,308

 —

 —

 $
 646,311

 $
 750,694

 Former Chief Financial Officer

 2023

 $
 400,000

 $
 300,000

 —

 $
 11,550

 $
 711,550

 Steve Ridge

 2024

 $
 207,692

 —

 $
 420,025

 $
 8,018

 $
 635,735

 Chief Operating Officer

 2023

 $
 211,154

 $
 100,000

 $
 321,375

 $
 7,067

 $
 639,596

 David Kronenfeld
 Chief Legal Officer

 2024

 $
 260,000

 $
 100,000

 $
 35,268

 $
 8,400

 $
 403,668

 (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
paid to Mr. Schneberger on January 2, 2023, (ii) the cash component of the 2023 annual bonuses paid to Messrs. Schneberger
and Ridge and Ms. Simanikas in 2024 for services performed during 2023 and (iii) a bonus equal to $100,000 paid to Mr. Kronenfeld
on December 2, 2024 in recognition of his additional duties and responsibilities following Mr. Schneberger's departure. The annual
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. Ridge
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
by Messrs. 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. Schneberger,
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
as follows: (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.

 (5)
 Mr. 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. Schneberger
and Ms. 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. Mr. Ballard
and Mr. Ridge began employment with USARE OpCo on December 16, 2024 and April 24, 2023, respectively, and therefore, Mr. Ballard's
2024 base salary and Mr. Ridge's 2023 base salary were prorated based on their partial year of employment. In 2024, Mr. Schneberger
and Ms. 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

 Ms. 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
below. Mr. 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. Mr. Ridge
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 ". However,
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
in 2024.

 2024 Annual Bonuses

 Mr. Ballard was not entitled to an annual
bonus in 2024 since his employment with USARE OpCo commenced on December 16, 2024. Mr. 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. Pursuant
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.

 Mr. 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
USARE OpCo. The award vested in increments of 250,000 incentive units on each of March 22, 2022, 2023 and 2024; accordingly,
the award is fully vested.

 Mr. 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. Such USARE
Incentive Units were fully vested on May 31, 2024. In addition, Mr. Ridge was awarded 750,000 USARE Incentive Units on April 26,
2024. 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
date. Mr. 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
for 2024.

 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
is made. 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; and

 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.

 Option
Awards (1)

 Stock Awards

 Name

 Grant Date

 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)

 2,250,000

 —

 —

 —

 —

 —

 Steve Ridge

 04 /25/2024
 (4)

 173,587

 —

 —

 —

 —

 —

 04 /26/2024
 (5)

 500,000

 250,000

 —

 —

 —

 —

 David Kronenfeld

 08 /31/2022
 (6)

 —

 —

 —

 —

 —

 —

 05/13/2024
 (7)

 75,221

 —

 —

 —

 —

 —

 (1)

 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).

 (2)
 Mr. 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
Combination. This award has not yet been made.

 (3)
 Represents 2,250,000 USARE Incentive Units awarded to Ms. Simanikas
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
with Ms. Simanikas's termination of employment on March 16, 2024.

 (4)
 Represents 173,587 USARE Incentive Units awarded to Mr. Ridge
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. Ridge
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. Kronenfeld
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. Kronenfeld
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. Schneberger. His target annual bonus was 100% of base salary, with a maximum annual bonus of 200% of base
salary. 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. Simanikas. 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. However, all
of Ms. Simanikas's unvested USARE Incentive Units became vested in connection with her termination of employment, as described
below. 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: (i) a
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
of service. 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
Ms. 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. Kronenfeld
was awarded 750,000 USARE Incentive Units in connection with his commencement of employment with USARE, as described above. The offer
letter provided for a potential tax gross-up if there was a delay in the grant of his incentive units and certain other conditions
were met; however, the conditions to receive the gross-up no longer apply and therefore, no gross-up is payable. No severance
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.

 Mr. 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
USARE Board. 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.

 If Mr. 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
date. Any unvested RSUs and PSUs will be forfeited. Mr. 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. Ballard's
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; (C) personal
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
disability); (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; (C) reporting to a person other
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
entities. 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. Mr. Senko received a board service retainer of $50,000 in 2024.

 Name

 Fees Earned or
 Paid in Cash
 ($)

 Total
 ($)

 Ted Senko

 $
 50,000

 $
 50,000

 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: $60,000

 Annual Committee Chair Retainer:

 o
 Audit: $20,000

 o
 Compensation: $15,000

 o
 Nominating and Corporate Governance: $10,000

 Annual Committee Member (Non-Chair) Retainer:

 o
 Audit: $10,000

 o
 Compensation: $7,500

 o
 Nominating and Corporate Governance: $5,000

 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.

 Item 12. 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; and

 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. Accordingly,
percentages presented in the table may not sum to 100%.

 Directors and Executive Officers of New USARE (1)

 Number of
 shares of
 Common
 Stock

 %

 Number of
 shares of
 Series A
 Preferred
 Stock

 %

 Total
 Voting
 %

 Joshua Ballard

 —

 —

 —

 —

 —

 Michael Blitzer (2)(7)

 16,033,607

 17.5
 %

 1,915,960

 36.6
 %

 9.4
 %

 Mordechai Gutnick (5)

 13,671,026

 16.7
 %

 —

 —

 15.7
 %

 Paul Kern

 163,125

 *

 —

 —

 *

 David Kronenfeld

 69,397

 *

 —

 —

 *

 Steve Ridge

 66,162

 *

 —

 —

 *

 Otto Schwethelm

 —

 —

 —

 —

 —

 Michael Senft

 —

 —

 —

 —

 —

 Tready Smith (3)

 15,528,008

 18.9
 %

 —

 —

 17.8
 %

 Carolyn Trabuco

 —

 —

 —

 —

 —

 Christopher Boling

 —

 —

 —

 —

 —

 All officers and directors as a group (10 individuals)

 45,531,325

 49.6
 %

 1,915,960

 36.6
 %

 43.2
 %

 Five Percent Holders

 Inflection Point Holdings II LLC (2)

 12,250,000

 13.9
 %

 —

 —

 7.2
 %

 U.S. Trading Metals RE, LLC (4)

 4,511,927

 5.5
 %

 —

 —

 5.2
 %

 The DinSha Dynasty Trust (6)

 4,406,545

 5.4
 %

 —

 —

 5.1
 %

 Inflection Point Fund I, LP (7)

 3,194,280

 3.8
 %

 1,504,942

 28.8
 %

 1.7
 %

 Newtyn Management, LLC (8)

 3,709,030

 4.4
 %

 1,544,792

 29.5
 %

 2.6
 %

 Bowon M&P Co., Ltd. (9)

 1,595,980

 1.9
 %

 733,872

 14.0
 %

 *

 Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (10)

 980,392

 1.2
 %

 490,196

 9.4
 %

 *

 *

 Less than one percent

 (1)

 Unless otherwise noted, the business address of each person is 100 W Airport Road, Stillwater, Oklahoma 74075, c/o USARE.

 (2)

 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. Mr. 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. Mr. 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.

 (3)

 Consists of: 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. Smith; 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.

 (4)

 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.

 (5)

 Consists of 13,842,710 shares held of record by The Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. 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.

 (6)

 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.

 (7)

 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. Mr. 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. Mr. 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.

 (8)

 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.

 (9)

 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.

 (10)

 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.

 Item 13. Certain Relationships and Related Transactions, and Director
Independence

 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. As a result
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; 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. In addition,
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
Mr. Blitzer, Inflection Point agreed to issue at Closing, 104,167 shares of Series A Preferred Stock ($1,250,000 in Stated Value)
to Mr. Blitzer in exchange for his forgiveness of 50% of the then-outstanding balance of the Convertible Promissory Note at
Closing. 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.

 Series A SPA

 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. However,
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); and
(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.

 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,
of which Mr. Smith and Ms. Smith are beneficial owners, dated December 1, 2022, regarding his transition from President of USARE
OpCo. 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
to Mr. 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,
Mr. 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
OpCo to Mr. 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. In addition,
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
DGCL.

 Item 14. 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.

 Audit Fees. 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.

 Tax Fees. 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 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
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).

 Item 15. Exhibits, Financial Statement Schedules.

 (a)

 The following documents are filed as part of this Form 10-K:

 (1)

 Financial Statements: The consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this Annual Report.

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 F-6 to F-28

 (2)

 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.

 (3)

 Exhibits

 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

 Description

 2.1

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 2.2

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 2.3

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 2.4

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 2.5

 Plan of Domestication (incorporated herein by reference to Exhibit 2.5 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025).

 2.6

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 3.1

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 3.2

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 3.3

 Bylaws of USA Rare Earth, Inc. (incorporated herein by reference to Exhibit 3.3 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025).

 3.4

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 4.1

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 4.2

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 4.3

 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. No. 001-41711) filed by Inflection Point Acquisition Corp. II on May 30, 2023).

 4.4

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 4.5

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 4.6*

 Descriptions of Registrant's Securities.

 10.1*

 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.

 10.2

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.3

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 10.4

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.5

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 10.6

 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. No. 001-41711) filed by Inflection Point Acquisition Corp. II on August 22, 2024).

 10.7#

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.8

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.9

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.10

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.11

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.12

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.13

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.14

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.15

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.16

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.17

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.18

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.19

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.20

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.21

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.22

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.23

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.24

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.25

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.26

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.27

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.28

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.29

 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. No. 333-283181) filed by the registrant on February 13, 2025).

 10.30

 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).

 10.31

 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).

 10.32

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 10.33

 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).

 10.34

 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).

 10.35+

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 10.36+

 Form of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.36 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025).

 10.37

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 10.38*

 Seventh Amended and Restated Operating Agreement of USA Rare Earth, LLC.

 10.39

 Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.39 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025).

 10.40

 Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.40 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025).

 10.41

 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. No. 001-41711) filed by the registrant on May 30, 2023).

 10.42

 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).

 10.43

 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. No. 001-41711) filed by the registrant on August 14, 2024).

 10.44

 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. No. 001-41711) filed by the registrant on November 1 4, 2024).

 10.45

 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).

 10.46

 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. No. 001-41711) filed by the registrant on August 14, 2024).

 10.47

 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. No. 001-41711) filed by the registrant on November 13, 2024).

 10.48

 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. No. 001-41711) filed by the registrant on November 14, 2024).

 10.49

 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. No. 001-41711) filed by the registrant on November 14, 2024).

 10.50

 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. No. 001-41711) filed by the registrant on February 5, 2025).

 16.1

 Letter Regarding Change in Accountants (incorporated herein by reference to Exhibit 16.1 filed with the Registration Statement on Form S-4/A (Reg. No. 333-283181) filed by the registrant on February 13, 2025).

 19*

 USA Rare Earth, Inc. Insider Trading Policy

 21.1

 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. No. 001-41711) filed by the registrant on March 19, 2025).

 31.1*

 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.

 31.2*

 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.

 32.1**

 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.

 32.2**

 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.

 97.1*

 Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 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.

 SIGNATURES

 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.

 Date: March 31, 2025

 USA RARE EARTH, INC.

 By:

 /s/ Joshua Ballard

 Name:

 Joshua Ballard

 Title:

 Chief Executive Officer and Director

 POWER OF ATTORNEY

 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

 Joshua Ballard

 (Principal Executive Officer)

 /s/ William Robert Steele Jr.

 Chief Financial Officer

 William Robert Steele Jr.

 (Principal Financial and Accounting Officer)

 /s/ Michael Blitzer

 Chairman

 Michael Blitzer

 /s/ Mordechai Gutnick

 Mordechai Gutnick

 /s/ Paul Kern

 Paul Kern

 /s/ Otto Schwethelm

 Otto Schwethelm

 /s/ Michael Senft

 Michael Senft

 /s/ Tready Smith

 Tready Smith

 /s/ Carolyn Trabuco

 Carolyn Trabuco

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 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
management. 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.

 /s/ UHY LLP

 We have served as the Company's auditor since 2023.

 New York, New York

 March 13, 2025

 F- 1

 BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets

 Cash

 $
 2,101

 $
 275,665

 Prepaid expenses

 14,955

 18,390

 Prepaid insurance

 43,440

 205,604

 Total Current Assets

 60,496

 499,659

 Marketable securities held in Trust Account

 24,075,435

 258,971,518

 TOTAL ASSETS

 $
 24,135,931

 $
 259,471,177

 Liabilities and Shareholders' Deficit:

 Current liabilities

 Accounts payable and accrued expenses

 $
 2,742,444

 $
 234,985

 Accrued offering costs

 —

 75,000

 Convertible promissory note - related party

 1,200,000

 —

 Total Current Liabilities

 3,942,444

 309,985

 Forward Purchase Agreements

 49,275

 —

 Deferred underwriting fee payable

 13,100,000

 13,100,000

 Total Liabilities

 17,091,719

 13,409,985

 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

 24,075,435

 258,971,518

 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

 $
 24,135,931

 $
 259,471,177

 The accompanying notes are an integral part of these financial statements.

 F- 2

 STATEMENTS OF OPERATIONS

 2024

 For period
 from March 6,
 2023
 (Inception)
 through
 2023

 Formation and operational costs

 $
 4,077,377

 $
 985,212

 Loss from operations

 ( 4,077,377
)

 ( 985,212
)

 Other income:

 Loss on issuance of Forward Purchase Agreements

 ( 484,843
)

 —

 Change in fair value of Forward Purchase Agreements

 435,568

 —

 Interest income from bank

 5,755

 11,763

 Dividend income earned on marketable securities held in Trust Account

 7,721,518

 Total other income, net

 11,976,412

 7,733,281

 Net income

 $

 $

 Basic and diluted weighted average shares outstanding, Redeemable shares

 22,321,940

 17,916,667

 Basic and diluted net income per share

 $
 0.39

 $
 0.70

 Basic and diluted weighted average shares outstanding, Non-redeemable shares

 6,250,000

 6,271,250

 Basic and diluted net loss per share

 $
 ( 0.14
)

 $
 ( 0.93
)

 The accompanying notes are an integral part of these financial statements.

 F- 3

 STATEMENTS OF CHANGES IN SHAREHOLDERS'
DEFICIT

 FOR THE YEAR ENDED DECEMBER 31, 2024 AND

 FOR THE PERIOD FROM MARCH 6, 2023 (INCEPTION)
THROUGH DECEMBER 31, 2023

 Class A
 Ordinary Shares

 Class B
 Ordinary shares

 Additional
 Paid-In

 Accumulated

 Shareholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance as of March 6, 2023 (Inception)

 —

 $
 —

 —

 $
 —

 $
 —

 $
 —

 $
 —

 Issuance of ordinary shares

 —

 —

 6,325,000

 24,367

 —

 25,000

 Sale of Class A ordinary shares and over-allotment

 25,000,000

 2,500

 —

 —

 249,997,500

 —

 250,000,000

 Class A ordinary shares subject to possible redemption

 ( 25,000,000
)

 ( 2,500
)

 —

 —

 ( 247,910,000
)

 —

 ( 247,912,500
)

 Underwriters' compensation

 —

 —

 —

 —

 ( 17,500,000
)

 —

 ( 17,500,000
)

 Offering costs

 —

 —

 —

 —

 ( 861,877
)

 —

 ( 861,877
)

 Sale of 7,650,000 private placement warrants

 —

 —

 —

 —

 7,650,000

 —

 7,650,000

 Allocation of offering costs related to redeemable shares

 —

 —

 —

 —

 18,183,179

 —

 18,183,179

 Forfeiture of Founder Shares

 —

 —

 ( 75,000
)

 ( 8
)

 —

 —

 Accretion for redeemable shares to redemption value

 —

 —

 —

 —

 ( 9,583,177
)

 ( 19,659,020
)

 ( 29,242,197
)

 Net income

 —

 —

 —

 —

 —

 Balance as of December 31, 2023

 —

 $
 —

 6,250,000

 $

 $
 —

 $
 ( 12,910,951
)

 $
 ( 12,910,326
)

 Conversion of Class B shares to Class A shares

 6,200,000

 ( 6,200,000
)

 ( 620
)

 —

 —

 —

 Accretion for redeemable shares to redemption value

 —

 —

 —

 —

 —

 ( 12,019,932
)

 ( 12,019,932
)

 Net income

 —

 —

 —

 —

 —

 Balance as of December 31, 2024

 6,200,000

 $

 50,000

 $

 $
 —

 $
 ( 17,031,848
)

 $
 ( 17,031,223
)

 The accompanying notes are an integral part of these financial statements.

 F- 4

 STATEMENT OF CASH FLOWS

 For Year Ended

 For the
 Period from
 March 6,

2023
 (inception)
 through

 2024

 2023

 Cash Flows from Operating Activities:

 Net income

 $

 $

 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

 —

 5,845

 Dividend income earned on marketable securities held in Trust Account

 ( 12,019,932
)

 ( 7,721,518
)

 Loss on issuance of Forward Purchase Agreements

 484,843

 —

 Change in fair value of Forward Purchase Agreements

 ( 435,568
)

 —

 Changes in operating assets and liabilities:

 Prepaid expenses

 3,435

 ( 9,783
)

 Prepaid insurance

 162,164

 ( 205,604
)

 Accounts payable and accrued expenses

 2,507,459

 234,985

 Net cash used in operating activities

 ( 1,398,564
)

 ( 948,006
)

 Cash Flows from Investing Activities:

 Investment of cash into Trust Account

 —

 ( 251,250,000
)

 Cash withdrawn from Trust Account in connection with redemption

 246,916,015

 —

 Net cash provided by (used in) investing activities

 246,916,015

 ( 251,250,000
)

 Cash Flows from Financing Activities:

 Proceeds from sale of Units, net of underwriting discounts paid

 —

 245,600,000

 Proceeds from sale of private placements warrants

 —

 7,650,000

 Proceeds from convertible promissory note – related party

 1,200,000

 —

 Repayment of promissory note – related party

 —

 ( 179,665
)

 Refund of offering costs included in accrued offering costs

 —

 75,000

 Payment of offering costs

 ( 75,000
)

 ( 671,664
)

 Redemption of ordinary shares

 ( 246,916,015
)

 —

 Net cash (used in) provided by financing activities

 ( 245,791,015
)

 252,473,671

 Net Change in Cash

 ( 273,564
)

 275,665

 Cash – Beginning of period

 275,665

 —

 Cash – End of period

 $
 2,101

 $
 275,665

 Supplemental disclosure of cash flow information:

 Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

 $
 —

 $
 11,000

 Prepaid services contributed by Sponsor in exchange for issuance of Class B ordinary shares

 $
 —

 $
 8,155

 Deferred offering costs paid through promissory note – related party

 $
 —

 $
 179,213

 Accretion of Class A ordinary shares to redemption value

 $

 $
 29,242,197

 Deferred underwriting fee payable

 $
 —

 $
 13,100,000

 Forfeiture of Founder Shares

 $
 —

 $

 Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

 $
 —

 $
 5,845

 The accompanying notes are an integral part of these financial statements.

 F- 5

 Notes to Financial Statements

 Note 1 — Organization and Business Operations

 USA Rare Earth, Inc., formerly known as Inflection Point Acquisition
Corp. 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
Shares. 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
share. 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).

 F- 6

 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
Combination.

 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."

 F- 7

 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
Amendment").

 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; (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).

 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
USARE").

 F- 8

 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"); and
(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
Warrant.

 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:

 (i)

 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;

 (ii)

 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;

 F- 9

 (iii)

 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;

 (iv)

 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");

 (v)

 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;

 (vi)

 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); and

 (vii)

 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").

 F- 10

 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:

 i.

 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; and

 ii.
 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"). Each share
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. Blitzer
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.

 F- 11

 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:

 (i)

 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; and

 (ii)

 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
Amendment").

 F- 12

 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
plans. 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. dollars
and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP")
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. Actual
results could differ from those estimates.

 F- 13

 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
to the IPO. 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
815-40"). 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
ASC 470-20. 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. Increases
or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit.

 F- 14

 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

 Less:

 Proceeds allocated to Public Warrants

 ( 2,087,500
)

 Class A ordinary shares issuance cost

 ( 18,183,179
)

 Plus:

 Accretion of carrying value to redemption value

 29,242,197

 Class A Ordinary Shares subject to possible redemption, December 31, 2023

 $
 258,971,518

 Less:

 Redemption

 ( 246,916,015
)

 Plus:

 Accretion of carrying value to redemption value

 Class A Ordinary Shares subject to possible redemption, December 31, 2024

 $
 24,075,435

 Income Taxes

 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. As
of December 31, 2024 and 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company
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.

 F- 15

 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):

 For the
 Year
 Ended

 For The
 Period
 from
 March 6,
 2023
 (Inception)
 Through
 December 31

 2024

 2023

 Net Income

 $

 $

 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

 Redeemable
 shares

 Non-redeemable
 shares

 Redeemable
 shares

 Non-redeemable
 shares

 Basic and diluted net loss per ordinary share

 Numerator:

 Allocation of net loss

 $
 ( 3,219,467
)

 $
 ( 901,430
)

 $
 ( 16,662,030
)

 $
 ( 5,832,098
)

 Accretion of temporary equity to redemption value

 —

 —

 21,520,679

 —

 Net income including accretion of temporary equity to redemption value

 —

 7,721,518

 —

 Net income (loss)

 8,800,465

 ( 901,430
)

 12,580,167

 ( 5,832,098
)

 Denominator:

 Basic and diluted weighted average shares outstanding

 22,321,940

 6,250,000

 17,916,667

 6,271,250

 Basic and diluted net income (loss) per ordinary share

 $
 0.39

 $
 ( 0.14
)

 $
 0.70

 $
 ( 0.93
)

 F- 16

 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
conflict. 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. companies. 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
Warrant. 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.

 F- 17

 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
is current. 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. In the
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
Unit.

 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. The "fair
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"); and

 F- 18

 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
Warrants. 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).

 F- 19

 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
Shares. 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. 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
("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")). The Sponsor
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.

 F- 20

 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,
2024.

 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.

 F- 21

 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. Mr. Blitzer
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. In addition,
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
for Mr. 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. The
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. Such holders
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
option). 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.

 F- 22

 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
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.

 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
liability. 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.

 F- 23

 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
Proposal. 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
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 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.

 F- 24

 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:

 Level 1:

 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.

 Level 2:

 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.

 Level 3:

 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:

 Description

 Level

 2024

 2023

 Assets:

 Marketable securities held in Trust Account

 $
 24,075,435

 $
 258,971,518

 Liabilities:

 Forward Purchase Agreement

 $
 49,275

 $
 —

 F- 25

 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

 November 13,
 2024

 November 14,
 2024

 2024

 Stock Price

 $
 10.79

 $
 10.80

 $
 11.48

 Expected Redemption Price

 $
 11.10

 $
 11.10

 $
 11.13

 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

 %

 %

 $

 %

 The following table presents the changes in the fair value of Forward
Purchase Agreements liability for the period ended December 31, 2024:

 Forward Purchase
 Agreement

 January 1, 2024

 $
 —

 Initial recognition at November 13, 2024 of 700,000 shares

 200,417

 Initial recognition at November 14, 2024 of 700,000 and 300,000 shares

 284,426

 Change in fair value

 ( 435,568
)

 Fair value of Forward Purchase Agreements liability as of December 31, 2024

 $
 49,275

 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
customers. 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
performance.

 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
segment.

 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
 2024

 For the Year Ended
 2023

 Formation and operational costs

 $
 4,077,377

 $
 985,212

 Dividend income earned on marketable securities held in Trust Account

 $

 $
 7,721,518

 F- 26

 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
to Mr. Blitzer a number of shares of Series A Preferred Stock equal to the number of Blitzer Conversion Preferred Shares in exchange for
Mr. 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")

 F- 27

 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.

 $10.79 $10.80 $11.48 $11.10 $11.10 $11.13 $0.81 $85% 0001970622 false FY

 usar: CommonStockParValue00001PerShareMember

 usar: WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockEachAtAnExercisePriceOf1150PerShareMember

 2024-06-28

 2025-03-28

 usar: RedeemableSharesMember

 usar: RedeemableSharesMember

 usar: NonRedeemableSharesMember

 usar: NonRedeemableSharesMember

 usar: FounderSharesMember

 usar: FounderSharesMember

 usar: RedeemableWarrantMember

 usar: PublicWarrantsMember

 usar: PublicWarrantsMember

 usar: CFCOMember

 us-gaap: SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember

 usar: NewUSARECommonStockMember

 usar: NewUSARECommonStockMember

 us-gaap: SeriesAPreferredStockMember

 usar: SeriesACumulativeConvertiblePreferredStockMember

 usar: SeriesAPreferredStockInvestmentMember

 usar: SeriesAPreferredStockInvestmentMember

 us-gaap: SeriesAPreferredStockMember

 2024-08-13

 usar: NewUSAREWarrantsMember
 usar: SponsorSupportAgreementMember

 usar: NewUSAREWarrantsMember
 usar: SponsorSupportAgreementMember

 usar: FeeReductionAgreementMember

 usar: FeeReductionAgreementMember

 usar: ExtensionAmendmentMember

 usar: ExtensionAmendmentMember

 2024-11-28
 2024-11-28

 2024-11-28

 usar: RedeemablePublicWarrantMember

 usar: InitialBusinessCombinationMember

 usar: RedemptionOfWarrantsMember

 usar: CantorFitzgeraldCoMember

 usar: PrivatePlacementWarrantMember

 usar: VentureCollectiveLLCMember

 usar: AmendmentToServicesAndIndemnificationAgreementMember

 2024-03-28

 2024-03-28
 2024-03-28

 2024-01-31

 2024-02-01
 2024-02-01

 2024-04-01
 2024-04-01

 2024-04-01
 2024-04-01

 usar: SecondAmendmentToTheServicesAndIndemnificationAgreementMember

 2024-08-09

 2024-09-01
 2024-09-01

 2024-09-01
 2024-09-01

 usar: ThirdAmendmentToTheServicesAndIndemnificationAgreementMember

 2024-11-08

 usar: PrivatePlacementWarrantMember

 2024-08-13

 us-gaap: SeriesAPreferredStockMember

 usar: MichaelBlitzerMember

 usar: UnderwritersAgreementMember

 usar: HarradenNonRedeemedSharesMember

 usar: HarradenNonRedeemedSharesMember

 us-gaap: SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember

 usar: FounderSharesMember

 usar: FounderSharesMember

 us-gaap: FairValueInputsLevel1Member
 us-gaap: FairValueMeasurementsRecurringMember

 us-gaap: FairValueInputsLevel1Member
 us-gaap: FairValueMeasurementsRecurringMember

 us-gaap: FairValueInputsLevel3Member
 us-gaap: FairValueMeasurementsRecurringMember

 us-gaap: FairValueInputsLevel3Member
 us-gaap: FairValueMeasurementsRecurringMember

 us-gaap: MeasurementInputSharePriceMember

 us-gaap: MeasurementInputSharePriceMember

 us-gaap: MeasurementInputSharePriceMember

 us-gaap: MeasurementInputExercisePriceMember

 us-gaap: MeasurementInputExercisePriceMember

 us-gaap: MeasurementInputExercisePriceMember

 us-gaap: MeasurementInputPriceVolatilityMember

 us-gaap: MeasurementInputPriceVolatilityMember

 us-gaap: MeasurementInputPriceVolatilityMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 usar: MeasurementInputProbabilityOfBusinessCombinationCloseMember

 usar: MeasurementInputProbabilityOfBusinessCombinationCloseMember

 usar: MeasurementInputProbabilityOfBusinessCombinationCloseMember

 us-gaap: CorporateMember

 us-gaap: CorporateMember

 2023-01-01

 us-gaap: SeriesAPreferredStockMember

 2025-01-22
 2025-01-22

 2025-01-22

 usar: USAREClassAUnitsMember

 2025-02-03

 usar: USAREClassAUnitsMember

 2025-02-03
 2025-02-03

 usar: HarradenCircleSpecialOpportunitiesLPMember

 usar: HarradenCircleSpecialOpportunitiesLPMember

 usar: NewtynMember

 usar: L1CapitalGlobalOpportunitiesMasterFundMember