USA Rare Earth (USAR) Proxy Filing summary

Executive summary

• Extraordinary General Meeting called to vote on three proposals: extension of business combination deadline, election of directors, and potential adjournment.

• Extension Proposal seeks to move the deadline for consummating a business combination from November 30, 2024, to August 21, 2025, to allow more time to complete the proposed merger with USA Rare Earth, LLC or another transaction.

• If the extension is not approved, public shares will be redeemed and the company will liquidate, making warrants worthless.

• Shareholders have the right to redeem shares for cash if the extension is approved, regardless of voting stance.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Special resolution to extend the business combination deadline to August 21, 2025.

• Proposal 2: Ordinary resolution to elect Erica Dorfman and Elliot Richmond as Class I directors for three-year terms.

• Proposal 3: Ordinary resolution to adjourn the meeting if more time is needed to solicit votes or effectuate the extension.

• None of the proposals are conditioned on the approval of the others.

• Shareholders can redeem shares in connection with the extension and retain rights to vote and redeem in future business combination votes.

Board of directors and corporate governance

• Board consists of six members divided into three classes, with two Class I directors up for election.

• Board members have significant experience in investment, finance, and management.

• Four directors are considered independent under Nasdaq rules.

• Board has audit and compensation committees, both composed entirely of independent directors.

• No standing nominating committee, but independent directors recommend nominees.