Business Operations and Financial Performance - New USARE has generated negative operating cash flows and may continue to experience negative cash flow from operations in the future [30]. - The company has no history in commercial operations, which limits the accuracy of any forward-looking forecasts [30]. - The ability to convert current commercial discussions into definitive contracts is uncertain, which may negatively impact business operations [30]. - The company may experience delays and increased costs in developing its projects, which could hinder revenue-generating activities [30]. Project Development and Risks - The Round Top Project is currently at the exploration stage and may not develop into a producing mine, posing risks to future operations [30]. - The production of neo magnets is capital-intensive, requiring substantial resources, and any inability to secure necessary capital could negatively impact the business [30]. - The company faces risks related to compliance with extensive environmental regulations, which could impose significant costs and liabilities [34]. Market Conditions and Demand - The company is subject to fluctuations in demand and prices for neo magnets and related materials, which could adversely affect profitability [30]. - The success of the business will depend on the growth of existing and emerging uses for neo magnets [30]. Corporate Structure - The Business Combination will be treated as a reverse recapitalization, with USARE OpCo as the predecessor entity [17]. - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not required to provide the information typically required under this item [293].

Company Overview - USA Rare Earth, LLC ("USARE") is focused on building a vertically integrated domestic rare earth element magnet production supply chain, including a NdFeB magnet manufacturing facility in Stillwater, Oklahoma [5] - USARE controls mining rights to the Round Top heavy rare earth and critical minerals deposit in West Texas, which contains significant deposits of heavy rare earth minerals such as dysprosium, terbium, gallium, and beryllium [5] Investment and Financials - Inflection Point Fund and related investors, including Chairman Michael Blitzer, have increased their PIPE investments by $15.25 million, raising the total PIPE funding to over $40 million for the proposed business combination [1] - The new investments increase the aggregate gross proceeds from the PIPE transactions to approximately $40.75 million, bringing the expected gross proceeds of the business combination to around $65 million [2] - USARE plans to use the net proceeds from the proposed business combination for general corporate purposes, including the development of its Stillwater magnet facility [3] Industry Context - The CEO of IPXX, Michael Blitzer, emphasized the urgency of developing a domestic supply chain for critical minerals due to Chinese export bans and the growing demand from AI applications and national defense industries [4] - The partnership between USARE and IPXX is aimed at leading the return of the critical mineral mining, processing, and rare earth magnet industries in the United States [4]

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $1,510,125, driven by interest and dividend income of $3,427,851 from marketable securities[122]. - For the nine months ended September 30, 2024, the company achieved a net income of $7,474,229, with total interest and dividend income amounting to $10,167,128[123]. - The company generated non-operating income primarily from interest on cash and cash equivalents, totaling $4,554 for the nine months ended September 30, 2024[123]. - For the nine months ended September 30, 2024, the Company reported a net income of $7,474,229, influenced by dividend income of $10,167,128 from marketable securities[143]. - As of September 30, 2024, the Company held marketable securities in the Trust Account valued at $269,138,646[145]. - The company reported no dilutive securities as of September 30, 2024, resulting in diluted income per share being the same as basic income per share[160]. Business Combination and Acquisition Plans - The company entered into a Business Combination Agreement with USARE on August 21, 2024, which will result in USARE becoming a wholly owned subsidiary[126]. - The aggregate consideration for the merger with USARE is estimated at $800,000,000, subject to adjustments based on USARE's indebtedness[132]. - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of the Business Combination[120]. - The company will provide public shareholders the opportunity to redeem their shares prior to the Domestication and Business Combination[127]. - The Earn-out Exchange Ratio will allow for additional shares to be issued based on the performance of New USARE Common Stock, with targets set at $15.00 and $20.00 per share[133]. - The Company has agreed to purchase shares of New USARE's 12% Series A Cumulative Convertible Preferred Stock for an aggregate purchase price of $9,117,648[135]. - The Company will issue $1,250,000 in Stated Value of Series A Preferred Stock to CEO Michael Blitzer in exchange for his forgiveness of 50% of the outstanding balance of a convertible promissory note[136]. - The Company may need to raise additional capital to complete its Business Combination or to cover significant redemptions of Public Shares[153]. Capital and Financing - The Company generated gross proceeds of $250,000,000 from the IPO of 25,000,000 Units at $10.00 per Unit, including an over-allotment option[141]. - Total capital raised after the IPO and private placements amounted to $251,250,000, with transaction costs of $18,361,877[142]. - The Company has an outstanding borrowing of $700,000 under a Note issued to CEO Michael Blitzer, with a total borrowing capacity of $2,500,000[150]. - Underwriters are entitled to a deferred underwriting commission of 5.0% on the base deal and an additional 7.0% on additional Units sold, totaling $13,100,000 in gross proceeds held in the Trust Account upon the completion of the initial Business Combination[157]. - In connection with the USARE Business Combination, CF&CO will accept a cash fee of $4,000,000 or a combination of $2,000,000 cash and 400,000 shares of New USARE Common Stock, plus 2.0% of the amount exceeding $50,000,000 raised[158]. Company Structure and Operations - The company has not generated any operating revenues since its inception on March 6, 2023, and only incurs expenses related to being a public company and due diligence activities[121]. - The company plans to change its jurisdiction of incorporation to Delaware prior to the closing of the USARE Business Combination[127]. - As of September 30, 2024, the Company has no off-balance sheet arrangements or obligations[155]. - The company has no long-term debt or capital lease obligations, with a monthly fee of $27,083 to TVC for CFO and Chief of Staff services, which will be reduced to $17,708 in January 2024 and further to $14,746 by September 2024[156]. - Management does not anticipate that recently issued accounting standards will materially affect the company's financial statements[161]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[162].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $3,044,937, primarily from interest and dividend income of $3,389,364 on marketable securities held in the Trust Account[93]. - The company generated a net income of $5,964,104 for the six months ended June 30, 2024, with interest and dividend income of $6,739,277 from marketable securities[93]. - Cash used in operating activities for the six months ended June 30, 2024, was $269,078, with net income affected by dividend income from marketable securities[96]. - The company reported net income per share by dividing net income by the weighted average number of ordinary shares outstanding, resulting in diluted income per share being the same as basic income per share for the periods presented[109]. Marketable Securities - As of June 30, 2024, the company had marketable securities in the Trust Account totaling $265,710,795, consisting of U.S. government treasury obligations and money market funds[98]. - As of June 30, 2024, and December 31, 2023, the company had no dilutive securities or contracts that could potentially be converted into ordinary shares[109]. IPO and Transaction Costs - The company completed its IPO on May 30, 2023, raising gross proceeds of $250,000,000 from the sale of 25,000,000 Units, including an over-allotment option[95]. - Total transaction costs incurred during the IPO amounted to $18,361,877, which included cash underwriting discounts and deferred underwriting fees[96]. Operational Concerns - The company may need to raise additional capital to complete its Business Combination or cover operational costs, raising concerns about its ability to continue as a going concern[105]. - Monthly fees paid to The Venture Collective LLC for services were reduced from $27,083 to $18,882 effective April 1, 2024[99]. Debt and Financial Structure - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[106]. - The company has the option to convert up to $1,500,000 of Working Capital Loans into private placement warrants at a price of $1.00 per warrant[101]. Accounting and Reporting - Management does not anticipate that any recently issued accounting standards will materially affect the company's unaudited condensed financial statements[110]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[112].

Financial Performance - The company reported a net income of $2,919,167 for the three months ended March 31, 2024, primarily from interest and dividend income [109]. - Cash used in operating activities for the three months ended March 31, 2024, was $156,457 [114]. - The company incurred $65,890 in fees for services from The Venture Collective LLC during the three months ended March 31, 2024 [116]. Marketable Securities and Cash Position - As of March 31, 2024, the company held marketable securities in the Trust Account amounting to $262,321,431 [115]. - The company had cash of $119,208 outside the Trust Account as of March 31, 2024, intended for operational expenses and due diligence [116]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024 [121]. IPO and Transaction Costs - The company completed its IPO on May 30, 2023, raising gross proceeds of $250,000,000 from the sale of 25,000,000 Units [112]. - Total transaction costs incurred during the IPO amounted to $18,361,877, including $4,400,000 in cash underwriting discounts [113]. Future Capital Needs and Acquisition Plans - The company may need to raise additional capital to finance working capital or transaction costs related to its initial Business Combination [119]. - The company anticipates significant costs in pursuing its acquisition plans and cannot assure the success of completing a Business Combination [107].

Company Overview - The company was incorporated on March 6, 2023, as a blank check company and has not engaged in any operations or generated any revenue to date[20]. - The company has no current operations and is classified as a "shell company" under the Exchange Act of 1934[25]. - The company may be deemed a "blank check" company under U.S. securities laws, exempt from certain investor protections[99]. Initial Public Offering (IPO) - The company completed its initial public offering (IPO) on May 30, 2023, raising gross proceeds of $250 million from the sale of 25 million units at $10.00 per unit[28]. - A total of $251.25 million from the IPO and private placement was placed in a trust account, which includes $13.1 million of the underwriter's deferred discount[30]. - The total funds in trust available for the initial business combination amount to $238.15 million[203]. Business Combination Strategy - The company intends to focus its search for initial business combinations on North American and European businesses in disruptive growth sectors[21]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[36]. - The company has reviewed multiple opportunities for initial business combinations but has not yet determined any specific target[25]. - The company may pursue business combinations with affiliated companies, provided an independent opinion on fairness is obtained[39]. - The company may seek additional funds through private offerings of debt or equity securities to complete its initial business combination[34]. Shareholder Rights and Redemption - The company will provide public shareholders with the opportunity to redeem their Class A ordinary shares upon completion of the initial business combination, either through a general meeting or a tender offer[43]. - A quorum for the shareholder meeting requires the presence of at least one-third of the issued and outstanding shares entitled to vote, with a minimum of 9,375,001 shares (37.5% of 25,000,000) needed for approval of the initial business combination[46]. - If the company does not complete the initial business combination within 18 months from the IPO closing, it will redeem public shares at a price equal to the amount in the Trust Account, minus taxes and up to $100,000 for dissolution expenses[61]. - The redemption price for public shares will be calculated based on the aggregate amount in the Trust Account divided by the number of outstanding public shares, including interest earned[50]. - The company intends to require public shareholders seeking redemption to submit a written request two business days prior to the scheduled vote[98]. Financial Considerations - The company may raise funds through equity or debt to meet cash requirements for the initial business combination if necessary[53]. - The company has received a tax exemption undertaking from the Cayman Islands government for a period of 20 years, exempting it from certain taxes on profits and income[71]. - The company has not verified whether the Sponsor can satisfy indemnification obligations, which may affect funds available for business combinations[109]. - The company may incur substantial debt to complete a business combination, which could negatively impact its financial condition and shareholder value[142]. Risks and Challenges - The company may face competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[64]. - Increased geopolitical unrest and market volatility could adversely affect the ability to find suitable target businesses for acquisition[86]. - The company may not be able to acquire a proposed target business if it cannot meet financial statement requirements outlined by federal proxy rules[69]. - The company may face significant dilution from additional third-party financing, which could impact the capital structure and shareholder value[79]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a business combination[76]. Management and Governance - The management team has extensive experience in sourcing, researching, and investing in complex transactions to create shareholder value[22]. - The personal and financial interests of the company's officers and directors may influence their decisions in selecting and completing a target business combination[140]. - The company has not adopted a policy to prevent directors and officers from having financial interests in transactions, which may lead to conflicts of interest[190]. - The Letter Agreement with the Sponsor, officers, and directors can be amended without shareholder approval, potentially affecting the value of investments[195]. Regulatory and Compliance Issues - The initial business combination may be subject to regulatory review and approval, including scrutiny from the Committee on Foreign Investment in the United States (CFIUS)[156]. - Compliance with Sarbanes-Oxley Act may increase the time and costs of completing an initial business combination, particularly if the target business is not compliant with internal control provisions[161]. - The company may be deemed an investment company under the Investment Company Act, which could impose burdensome compliance requirements and hinder business combination efforts[115]. Market and Economic Conditions - The company anticipates that external events, such as pandemics or natural disasters, may significantly impact market conditions and business operations[87]. - The increase in the number of SPACs has led to heightened competition for attractive targets, potentially increasing costs and complicating the ability to find suitable business combinations[162]. - The complexity of tax obligations post-business combination may result in increased burdens and uncertainties for shareholders and warrant holders[170]. Shareholder Value and Dilution - The founder shares represent 20% of the outstanding shares after the IPO, and will be worthless if the initial business combination is not completed[141]. - The company has authorized the issuance of up to 500 million Class A ordinary shares, with 475 million available for issuance, which could dilute existing shareholders' interests[132]. - The initial implied value per Public Share is $10.05, but upon completion of the initial business combination, it is expected to decrease to $7.62, representing a 24.2% decline[202][206]. Legal and Jurisdictional Considerations - The exclusive jurisdiction of the courts of the Cayman Islands for disputes may limit shareholders' ability to seek favorable judicial outcomes[215]. - Shareholders may face increased costs and limited ability to bring claims in preferred judicial forums due to certain provisions in the company's charter documents[217].

Financial Performance - The company reported a net income of $2,856,883 for the three months ended September 30, 2023, primarily from interest earned on marketable securities held in the Trust Account[102]. - Total net income from inception (March 6, 2023) through September 30, 2023, was $3,681,499, with interest income from marketable securities amounting to $4,329,480[103]. - Cash used in operating activities from inception through September 30, 2023, was $811,083, with net income impacted by interest earned on marketable securities[107]. Initial Public Offering - The company completed its Initial Public Offering on May 30, 2023, raising gross proceeds of $250,000,000 from the sale of 25,000,000 Units[105]. - Following the Initial Public Offering, a total of $251,250,000 was placed in the Trust Account, with transaction costs amounting to $18,361,877[106]. Trust Account and Securities - As of September 30, 2023, the company held marketable securities in the Trust Account valued at $255,579,480, consisting of U.S. government treasury obligations[108]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023[113]. - Monthly fees of $27,083.33 are payable to The Venture Collective LLC for services until the completion of a Business Combination[114]. - The underwriters are entitled to a deferred underwriting commission of $13,100,000 upon the completion of the company's initial Business Combination[115]. Future Capital Needs - The company may need to raise additional capital to finance transaction costs or working capital deficits related to the initial Business Combination[112].

Financial Performance - The company reported a net income of $830,819 for the three months ended June 30, 2023, primarily from interest earned on marketable securities held in the Trust Account[97]. - Operating costs for the three months ended June 30, 2023, were $228,650, leading to a net income of $830,819 after accounting for interest income[97]. - Cash used in operating activities from inception through June 30, 2023, was $602,933, with net income affected by interest income of $1,059,469[101]. Initial Public Offering - Total gross proceeds from the Initial Public Offering amounted to $250,000,000, with an additional $7,650,000 generated from the sale of Private Placement Warrants[99]. - The company incurred transaction costs of $18,361,877 related to the Initial Public Offering, including $4,400,000 in cash underwriting discounts[100]. Marketable Securities - As of June 30, 2023, the company held marketable securities in the Trust Account valued at $252,309,469[102]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023[107]. - Monthly fees of $27,083.33 are payable to The Venture Collective LLC for services until the completion of a Business Combination[108]. Future Capital Needs - The company may need to raise additional capital to finance transaction costs or working capital deficits related to the initial Business Combination[106]. - The company does not expect to generate operating revenues until after the completion of a Business Combination[96].

Financial Performance - The company reported a net loss of $6,203 for the period from March 6, 2023, to March 31, 2023[92]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its Business Combination[91]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on May 30, 2023, raising gross proceeds of $250,000,000 from the sale of 25,000,000 Units at $10.00 per Unit[94]. - An additional $7,650,000 was raised through the sale of 7,650,000 Private Placement Warrants at $1.00 each[94]. - Total funds placed in the Trust Account after the Initial Public Offering amounted to $251,250,000, with a per Unit value of $10.05[95]. - Transaction costs incurred during the Initial Public Offering totaled $18,361,877, including $4,400,000 in cash underwriting discounts[95]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[96]. - Monthly fees of $27,083.33 will be paid to The Venture Collective LLC for services until the completion of the Business Combination[100]. - The underwriters are entitled to a deferred underwriting commission of $13,100,000 upon the completion of the initial Business Combination[101]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2023[99][100].