Inflection Point amends BCA with USA Rare Earth; pre-funds $8.5M, removes warrant forfeiture

USA Rare Earth, Inc.

Amendment No. 2 sets initial directors of New USARE and modifies governance and document delivery conditions.
Sponsor Support Agreement amended to eliminate potential forfeiture of up to 1.5M warrants by Sponsor.
Inflection Point Fund pre-funded Series A Preferred Stock Investment, purchasing 833,333 units and warrants for $8.5M.
Series A SPA terminated upon completion of pre-funding.
Amendments strengthen deal certainty but do not change the overall transaction value.

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