Form 8-K

8-K — DyTb, LLC

Accession: 0001213900-26-089281

Filed: 2026-08-14

Period: 2026-08-07

CIK: 0001445942

SIC: 1040 (GOLD & SILVER ORES)

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0302066-8k_dytbllc.htm (Primary)

EX-3.1 — AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TEXAS MINERALS RESOURCES CORP., ADOPTED IN CONNECTION WITH THE FIRST MERGER ON AUGUST 7, 2026 (ea030206601ex3-1.htm)

EX-3.2 — AMENDED AND RESTATED BYLAWS OF TEXAS MINERAL RESOURCES CORP., ADOPTED IN CONNECTION WITH THE FIRST MERGER ON AUGUST 7, 2026 (ea030206601ex3-2.htm)

EX-3.3 — AMENDED AND RESTATED CERTIFICATE OF FORMATION OF DYTB, LLC, ADOPTED IN CONNECTION WITH THE SECOND MERGER ON AUGUST 7, 2026 (ea030206601ex3-3.htm)

EX-3.4 — LIMITED LIABILITY COMPANY AGREEMENT OF DYTB, LLC (F/K/A HAMER MERGER SUB, LLC), DATED AS OF MARCH 2, 2026 (ea030206601ex3-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION

13 OR 15(d) OF THE

SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of

earliest event reported): August 7, 2026

DyTb, LLC

(Exact name of registrant as specified in its charter)

Delaware

0-53482

87-0294969

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

100 W. Airport Road

Stillwater, OK 74075

(Address of principal

executive offices, including zip code)

(813) 867-6155

(Registrant’s telephone

number, including area code)

TEXAS MINERAL RESOURCES

CORP.

527 21st Street #44

Galveston, TX 77550

(Former name or former

address, if changed since last report)

Securities registered pursuant to Section

12(b) of the Act: None

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Introductory Note

This Current Report on Form 8-K is being filed

in connection with the closing on August 7, 2026 (the “Closing Date”) of the transactions contemplated by that certain Agreement

and Plan of Merger, dated as of March 4, 2026 (the “Merger Agreement”), by and among Texas Mineral Resources Corp. (“TMRC”),

USA Rare Earth, Inc. (“USAR”), Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR (“First

Merger Sub”), and DyTb, LLC (f/k/a Hamer Merger Sub, LLC), a Delaware limited liability company and a wholly owned subsidiary of

USAR (the “Company”).

Effective as of the Closing Date, USAR completed

its previously announced acquisition of TMRC, pursuant to the Merger Agreement. Pursuant to the Merger Agreement, (i) First Merger Sub

merged with and into TMRC, with TMRC continuing as the surviving corporation (the “First Merger”), and (ii) following the

First Merger, and as part of a single integrated transaction, TMRC merged with and into the Company, with the Company continuing as the

surviving entity under the name “DyTb, LLC” (the “Second Merger” and, together with the First Merger, the “Mergers”).

Item 1.02. Termination of a Material Definitive Agreement.

In November 2021, TMRC entered into a mineral

exploration and option agreement with Santa Fe Gold Corporation (“Santa Fe”), which agreement was amended in May 2024

(the “Santa Fe Option Agreement”). Under the option agreement, TMRC had the right to pursue a joint venture arrangement with

Santa Fe to jointly explore and develop one or more target silver properties to be selected by TMRC among patented and unpatented mining

claims held by Santa Fe within the project area located in the Black Hawk Mining District in Grant County, New Mexico. Completion of a

joint venture agreement, if any, was to be subject to the successful outcome of a multi-phase exploration plan leading to a bankable

feasibility study planned to be undertaken in the near future by TMRC. Under the contemplated terms of the proposed joint venture agreement,

TMRC was to be project operator and initially own 50.5% of the joint venture while Santa Fe would initially own 49.5%. Additional terms

of the joint venture were to be negotiated between TMRC and Santa Fe in the future.

In connection with the Mergers, the Santa Fe Option Agreement was terminated

effective as of August 7, 2026

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory

Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Pursuant to the Merger Agreement, at the effective

time of the First Merger, each share of common stock, par value $0.01 per share, of TMRC issued and outstanding immediately prior to such

time (excluding shares owned by USAR, TMRC or their respective wholly owned subsidiaries) was converted into the right to receive that

portion of a validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of USAR (“USAR Common

Stock”) equal to the quotient obtained by dividing (a) 3,823,328 by (b) the aggregate number of shares of TMRC common stock outstanding

on a fully diluted basis at the effective time, resulting in a final exchange ratio of 0.043279843 of a share of USAR Common Stock for

each share of TMRC common stock (based on 88,339,693 shares of TMRC common stock outstanding on a fully diluted basis at the effective

time). Holders of TMRC common stock otherwise entitled to a fractional share of USAR Common Stock became entitled to receive cash in lieu

of such fractional share.

The issuance of shares of USAR Common Stock to

the former stockholders of TMRC was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant

to a registration statement on Form S-4 (File No. 333-295838), as amended, filed by USAR with the Securities and Exchange Commission (the

“SEC”) and declared effective on June 29, 2026. The proxy statement/prospectus included in the registration statement contains

additional information about the Mergers, the Merger Agreement and the transactions contemplated thereby.

The foregoing description of the Merger Agreement

does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was previously filed as Exhibit

2.1 to TMRC’s Current Report on Form 8-K filed with the SEC on March 5, 2026, and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

As of the Effective Time, each holder of any shares

of common stock of TMRC ceased to have any rights with respect thereto, except the right to receive the consideration as described above

and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth in the Introductory

Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory

Note, Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory

Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

As of the Effective Time, and pursuant to the

terms of the Merger Agreement, TMRC’s directors and executive officers ceased serving as directors and executive officers of TMRC.

Immediately following the Second Merger, Valerie Ford Jacob replaced David Kronenfeld as the President, Treasurer, and Secretary of the

Company.

No director or executive officer of TMRC or the

Company resigned as a result of any disagreement with TMRC or the Company on any matter relating to TMRC’s or the Company’s

operations, policies or practices.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory

Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

At the Effective Time, the certificate of incorporation

of TMRC was amended and restated in its entirety to be in the form filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated

herein by reference and the bylaws of TMRC were amended and restated in their entirety to be in the form filed as Exhibit 3.2 to this

Current Report on Form 8-K and incorporated herein by reference. Subsequently, at the effective time of the Second Merger, TMRC’s

certificate of incorporation and bylaws ceased to be in effect by operation of law and the organizational documents of DyTb, LLC (as successor

to the Company by operation of law), the Amended and Restated Certificate of Formation of DyTb, LLC, and the Limited Liability Company

Agreement of DyTb, LLC, became the organizational documents of the Company. Copies of the Amended and Restated Certificate of Formation

of DyTb, LLC and the Limited Liability Company Agreement of DyTb, LLC are filed as Exhibits 3.3 and 3.4 to this Current Report on Form

8-K and are incorporated herein by reference.

Item 8.01. Other Events.

Prior to the Effective Time, shares of common

stock of TMRC were quoted on the OTCQB Venture Market (“OTCQB”). The Company has notified the Financial Industry Regulatory

Authority that the Merger had been completed and the common stock of TMRC has been withdrawn from OTCQB.

Additionally, the Company, as successor to TMRC,

intends to file with the SEC a certification on Form 15 requesting the deregistration of TMRC’s common stock under Section 12(g)

of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as

promptly as practicable.

Item 9.01. Financial Statements and Exhibits

Exhibit

Description

2.1*

Agreement and Plan of Merger, dated March 4, 2026, by and among Texas Mineral Resources Corp., USA Rare Earth, Inc., Hamer Merger Sub, Inc., and Hamer Merger Sub, LLC (incorporated herein by reference to Exhibit 2.1 to TMRC’s Current Report on Form 8-K (File No. 0-53482), filed with the SEC on March 5, 2026).

3.1**

Amended and Restated Certificate of Incorporation of Texas Minerals Resources Corp., adopted in connection with the First Merger on August 7, 2026.

3.2**

Amended and Restated Bylaws of Texas Mineral Resources Corp., adopted in connection with the First Merger on August 7, 2026.

3.3**

Amended and Restated Certificate of Formation of DyTb, LLC, adopted in connection with the Second Merger on August 7, 2026.

3.4**

Limited Liability Company Agreement of DyTb, LLC (f/k/a Hamer Merger Sub, LLC), dated as of March 2, 2026.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

* Certain

exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. TMRC agrees to furnish

supplementally a copy of any omitted exhibit and schedule to the SEC upon its request.

** Filed

herewith.

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

DyTb, LLC

Dated: August 13, 2026

By:

/s/ Valerie Ford Jacob

Name:

Valerie Ford Jacob

Title:

President, Treasurer and Secretary

EX-3.1 — AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TEXAS MINERALS RESOURCES CORP., ADOPTED IN CONNECTION WITH THE FIRST MERGER ON AUGUST 7, 2026

EX-3.1

Filename: ea030206601ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

TEXAS MINERAL RESOURCES

CORP.

FIRST: The name of the Corporation

(the “Corporation”) is

Texas Mineral Resources

Corp.

SECOND: The registered office

of the Corporation in the State of Delaware is located at 1521 Concord Pike, Suite 201 Wilmington DE 19803 New Castle County. The name

of its registered agent in the State of Delaware at such address is Corporate Creations Network Inc.

THIRD: The purpose of the Corporation

is to engage, directly or indirectly, in any lawful act or activity for which corporations may be organized under the DGCL.

FOURTH: The total authorized

capital stock of the Corporation shall be 100 shares of common stock, $0.01 par value per share.

FIFTH: The business of the Corporation

shall be managed under the direction of the Board of Directors of the Corporation (the “Board of Directors”) except

as otherwise provided by law. The number of directors of the Corporation shall be fixed from time to time by, or in the manner provided

in, the By-Laws of the Corporation (the “By-Laws”). Election of directors need not be by written ballot unless the

By-Laws shall so provide.

SIXTH: The Board of Directors

may make, alter or repeal the By-Laws except as otherwise provided in the By-Laws adopted by the Corporation’s stockholders.

SEVENTH: The directors shall

be protected from personal liability, through indemnification or otherwise, to the fullest extent permitted under the DGCL.

A director shall under no circumstances

have any personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except

for those breaches and acts or omissions with respect to which the DGCL expressly provides that this provision shall not eliminate or

limit such personal liability of directors. Neither the modification or repeal of this paragraph 1 of Article SEVENTH nor any amendment

to the DGCL that does not have retroactive application shall limit the right of the directors hereunder to exculpation from personal liability

for any act or omission occurring prior to such amendment, modification or repeal.

The Corporation shall indemnify

each director and officer of the Corporation (including the heirs, executors, administrators and other personal representatives of such

person) to the fullest extent permitted by applicable law, except as may be otherwise provided in the By-Laws, and in furtherance hereof

the Board of Directors is expressly authorized to amend the By-Laws from time to time to give full effect hereto, notwithstanding possible

self-interest of the directors in the action being taken. Neither the modification or repeal of this paragraph 2 of Article SEVENTH nor

any amendment to the DGCL that does not have retroactive application shall limit the right of the directors and the officers to indemnification

hereunder with respect to any act or omission occurring prior to such modification, amendment or repeal.

Expenses, including attorneys’

fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by any person who may have a right of indemnification

under this Article SEVENTH in defending any threatened, pending or completed suit, action or proceeding (whether civil, criminal, administrative

or investigative in nature or otherwise) may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding

upon receipt of an undertaking by or on behalf of the director, officer, employee or agent defendant to repay such amount where the director,

officer, employee or agent defendant has been adjudged to have engaged in intentional acts of willful misconduct, acts or omissions not

in good faith, or acts or omissions which are knowing violations of law.

EIGHTH: The Corporation reserves

the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter

prescribed by statute, and all rights conferred herein upon the Corporation’s stockholders, directors and officers are granted subject

to this reservation.

*****

EX-3.2 — AMENDED AND RESTATED BYLAWS OF TEXAS MINERAL RESOURCES CORP., ADOPTED IN CONNECTION WITH THE FIRST MERGER ON AUGUST 7, 2026

EX-3.2

Filename: ea030206601ex3-2.htm · Sequence: 3

Exhibit 3.2

BY-LAWS

HAMER MERGER SUB, INC.

(the “Corporation”)

ARTICLE

STOCKHOLDERS

Section 1.

Annual Meeting. The annual meeting of the stockholders of the Corporation (the “Stockholders”) shall

be held either within or without the State of Delaware, at such place as the board of directors of the Corporation (the “Board

of Directors”) may designate in the call or in a waiver of notice thereof, at such date and time as shall be designated from

time to time by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may properly

be brought before the meeting. Participation of one or more Stockholders by conference telephone or other communications equipment allowing

all persons participating in the meeting to hear each other at the same time shall constitute presence at a meeting.

Section 2.

Special Meetings. Special meetings of the Stockholders may be called by the Board of Directors or by the President, and

shall be called by the President or by the Secretary upon the written request of the holders of record of at least fifty percent (50%)

of the shares of stock of the Corporation, issued and outstanding and entitled to vote, at such times and at such place either within

or without the State of Delaware as may be stated in the call or in a waiver of notice thereof. Participation of one or more Stockholders

by telephone conference or other communications equipment allowing all persons participating in the meeting to hear each other at the

same time shall constitute presence at a meeting.

Section 3.

Notice of Meetings. Notice of the time, place and purpose of every meeting of Stockholders shall be delivered personally

or mailed not less than ten (10) days nor more than sixty (60) days previous thereto to each Stockholder of record entitled to vote, at

such Stockholder’s post office address appearing upon the records of the Corporation or at such other address as shall be furnished

in writing by him or her to the Corporation for such purpose. Such further notice shall be given as may be required by law or by these

by-laws (“By-Laws”). Any meeting may be held without notice if all Stockholders entitled to vote are present in person

or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 4.

Quorum. The holders of record of at least a majority of the shares of the stock of the Corporation, issued and outstanding

and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law or by these By-Laws, constitute a quorum

at all meetings of the Stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may

adjourn the meeting from time to time until a quorum shall have been obtained.

Section 5.

Organization of Meetings. Meetings of the Stockholders shall be presided over by the Chairman of the Board, if there be

one, or if the Chairman of the Board is not present, by the President, or if the President is not present, by a chairman to be chosen

at the meeting. The Secretary of the Corporation, or in the Secretary of the Corporation’s absence, an Assistant Secretary, shall

act as Secretary of the meeting, if present.

Section 6.

Voting. At each meeting of Stockholders, except as otherwise provided by statute or the Certificate of Incorporation of

the Corporation (the “Certificate of Incorporation”), every holder of record of stock entitled to vote shall be entitled

to one vote in person or by proxy for each share of such stock standing in his or her name on the records of the Corporation. Elections

of directors shall be determined by a plurality of the votes cast and, except as otherwise provided by statute, the Certificate of Incorporation,

or these By-Laws, all other action shall be determined by a majority of the votes cast at such meeting. Each proxy to vote shall be in

writing and signed by the Stockholder or by such Stockholder’s duly authorized attorney.

At all elections of directors,

the voting shall be by ballot or in such other manner as may be determined by the Stockholders present in person or by proxy entitled

to vote at such election. With respect to any other matter presented to the Stockholders for their consideration at a meeting, any Stockholder

entitled to vote may, on any question, demand a vote by ballot.

A complete list of the Stockholders

entitled to vote at each such meeting, arranged in alphabetical order, with the address of each, and the number of shares registered in

the name of each Stockholder, shall be prepared by the Secretary and shall be open to the examination of any Stockholder, for any purpose

germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place

within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified,

at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the

whole time thereof, and may be inspected by any Stockholder who is present.

Section 7.

Inspectors of Election. The Board of Directors in advance of any meeting of Stockholders may appoint one or more inspectors

of election (“Inspectors of Elections”) to act at the meeting or any adjournment thereof. If Inspectors of Election

are not so appointed, the chairman of the meeting may, and on the request of any Stockholder entitled to vote shall, appoint one or more

Inspectors of Election. Each Inspector of Election, before entering upon the discharge of his duties, shall take and sign an oath faithfully

to execute the duties of an Inspector of Election at such meeting with strict impartiality and according to the best of his or her ability.

If appointed, Inspectors of Election shall take charge of the polls and, when the vote is completed, shall make a certificate of the result

of the vote taken and of such other facts as may be required by law.

Section 8.

Action by Consent. Any action required or permitted to be taken at any meeting of Stockholders, including the annual meeting,

may be taken without a meeting, without prior notice and without a vote, if, prior to such action, a written consent or consents thereto,

setting forth such action, is signed by the holders of record of shares of the stock of the Corporation, issued and outstanding and entitled

to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting

at which all shares entitled to vote thereon were present and voted.

ARTICLE

DIRECTORS

Section 1.

Number, Quorum, Term, Vote Required for Action, Vacancies, Removal. The Board of Directors shall consist of no less than

one (1) person. The number of directors shall initially be one (1) and thereafter may be changed by a resolution passed by a majority

of the whole Board of Directors or by a vote of the holders of record of at least a majority of the shares of stock of the Corporation,

issued and outstanding and entitled to vote.

A majority of the members of

the Board of Directors (or any committee thereof) (unless the number of directors then in office shall be one, in which case one director)

shall constitute a quorum for the transaction of business; provided, that if at any meeting of the Board of Directors there shall be less

than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained.

Except as otherwise provided by the Certificate of Incorporation or by these By-Laws, the vote of a majority of the directors present

at a meeting at which a quorum is present shall constitute the act of the Board of Directors.

Directors shall hold office

until the next annual election and until their successors shall have been elected and shall have qualified, unless sooner displaced.

Whenever any vacancy shall have

occurred in the Board of Directors, by reason of death, resignation, or otherwise, other than removal of a director with or without cause

by a vote of the Stockholders, it shall be filled by a majority vote of the remaining directors, though less than a quorum (except as

otherwise provided by applicable law), or by the Stockholders, and the person so chosen shall hold office until the next annual election

and until a successor is duly elected and has qualified.

Any one or more of the directors

of the Corporation may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of

the shares of stock of the Corporation, issued and outstanding and entitled to vote, and thereupon the term of the director or directors

who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled

by a vote of the Stockholders as provided in these By-Laws.

Section 2.

Meetings, Notice. Meetings of the Board of Directors shall be held at such place either within or without the State of Delaware,

as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the call or in a waiver of notice

thereof. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the

Board of Directors, and special meetings may be held at any time upon the call of one director, the Chairman of the Board, if one be elected,

or the President, by oral, telegraphic or written notice, duly served on or sent or mailed to each director not less than two days before

such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of Stockholders at the

same place at which such meeting was held. Notice need not be given of regular meetings of the Board of Directors. Any meeting may be

held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not

present. Participation of one or more directors by conference telephone or other communications equipment allowing all persons participating

in the meeting to hear each other at the same time shall constitute presence at a meeting.

Section 3.

Committees. The Board of Directors may, in its discretion, by resolution passed by a majority of the whole Board of Directors,

designate from among its members one or more committees which shall consist of one or more directors. The Board of Directors may designate

one or more directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of

the committee. Such committees shall have and may exercise such powers as shall be conferred or authorized by the resolution appointing

them. A majority of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors

shall otherwise provide. The Board of Directors shall have power at any time to change the membership of any such committee, to fill vacancies

in it, or to dissolve it.

Section 4.

Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee

thereof, may be taken without a meeting, if prior to such action a written consent or consents thereto is signed by all members of the

Board of Directors, or of such committee as the case may be, and such written consent or consents is filed with the minutes of proceedings

of the Board of Directors or committee, as applicable.

Section 5.

Compensation. The Board of Directors may determine, from time to time, the amount of compensation which shall be paid to

its members. The Board of Directors shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each

regular or special meeting of the Board of Directors, or of any committee of the Board of Directors. In addition, the Board of Directors

shall also have power, in its discretion, to provide for and pay to directors rendering services to the Corporation not ordinarily rendered

by directors, as such, special compensation appropriate to the value of such services, as determined by the Board of Directors from time

to time.

ARTICLE

III

OFFICERS

Section 1.

Titles and Election. The officers of the Corporation, who shall be chosen by the Board of Directors, shall be a President,

a Treasurer and a Secretary. The Board of Directors from time to time may elect a Chairman of the Board, one or more Vice Presidents,

Assistant Secretaries, Assistant Treasurers and such other officers and agents as it shall deem necessary, and may define their powers

and duties. Any number of offices may be held by the same person.

Section 2.

Terms of Office. Officers shall hold office until their successors are chosen and qualify.

Section 3.

Removal. Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of

the Board of Directors.

Section 4.

Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary.

Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation

shall not be necessary to make it effective.

Section 5.

Vacancies. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification,

removal from office or otherwise, the Board of Directors may choose a successor, who shall hold office for the unexpired term in respect

of which such vacancy occurred.

Section 6.

Chairman of the Board. The Chairman of the Board of the Board of Directors (the “Chairman of the Board”),

if one be elected, shall preside at all meetings of the Board of Directors and of the Stockholders, and the Chairman of the Board shall

have and perform such other duties as from time to time may be assigned to the Chairman of the Board by the Board of Directors.

Section 7.

President. The President of the Corporation (the “President”) shall be the chief executive officer of

the Corporation and, in the absence of the Chairman of the Board, shall preside at all meetings of the Board of Directors, and of the

Stockholders. The President shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the

control of the Board of Directors, shall have general management and control of the affairs and business of the Corporation; the President

shall appoint and discharge employees and agents of the Corporation (other than officers elected by the Board of Directors) and fix their

compensation; and the President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President

shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Corporation, and shall do and

perform such other duties as from time to time may be assigned to the President by the Board of Directors.

Section 8.

Vice Presidents. If chosen, the Vice Presidents of the Corporation (the “Vice President”), in the order

of their seniority, shall, in the absence or disability of the President, exercise all of the powers and duties of the President. The

Vice Presidents shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Corporation,

and shall do and perform such other duties incident to the office of Vice President and as the Board of Directors, or the President shall

direct.

Section 9.

Secretary. The Secretary of the Corporation (the “Secretary”) shall attend all sessions of the Board

of Directors and all meetings of the Stockholders and record all votes and the minutes of proceedings in a book to be kept for that purpose.

The Secretary shall give, or cause to be given, notice of all meetings of the Stockholders and of the Board of Directors, and shall perform

such other duties as may be prescribed by the Board of Directors. The Secretary shall affix the corporate seal to any instrument requiring

it, and when so affixed, it shall be attested by the signature of the Secretary or an Assistant Secretary or the Treasurer or an Assistant

Treasurer who may affix the seal to any such instrument in the event of the absence or disability of the Secretary. The Secretary shall

have custody of the stock records and all other books, records and papers of the Corporation (other than financial) and shall see that

all books, reports, statements, certificates and other documents and records required by law are properly kept and filed.

Section 10.

Treasurer. The Treasurer of the Corporation (the “Treasurer”) shall have the custody of the corporate

funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and

shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be

designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors,

taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it, an account of all his or

her transactions as Treasurer and of the financial condition of the Corporation.

Section 11.

Duties of Officers may be Delegated. In case of the absence or disability of any officer of the Corporation, or for any

other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, the powers or duties,

or any of them, of such officer to any other officer, or to any director.

ARTICLE

INDEMNIFICATION

Section 1.

Actions by Others. The Corporation, to the fullest extent permitted by applicable law as it currently exists or may hereafter

be amended, (1) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation)

by reason of the fact that he or she is or was a director or an officer of the Corporation and (2) may indemnify any person who was or

is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or

was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee,

agent of or participant in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’

fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action,

suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best

interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct

was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere

or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person

reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding,

had reasonable cause to believe that his or her conduct was unlawful.

Section 2.

Actions by or in the Right of the Corporation. The Corporation, to the fullest extent permitted by applicable law as it

currently exists or may hereafter be amended, shall indemnify any person who was or is a party or is threatened to be made a party to

any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason

of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of

the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise

against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement

of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best

interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such

person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the

court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view

of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware

Court of Chancery or such other court shall deem proper.

Section 3.

Successful Defense. To the extent that a person who is or was a director, officer, employee or agent of the Corporation

has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or Section 2 of this

Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’

fees) actually and reasonably incurred by him or her in connection therewith.

Section 4.

Specific Authorization. Any indemnification under Section 1 or Section 2 of this Article IV (unless ordered by a court)

shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former

director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set

forth in said Sections 1 and 2 of this Article IV. Such determination shall be made with respect to a person who is a director or officer

of the Corporation at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit

or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors,

even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in

a written opinion, or (4) by the Stockholders.

Section 5.

Advance of Expenses. Expenses (including attorneys’ fees) incurred by any person who may have a right of indemnification

under this Article IV in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the

Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such

director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified

by the Corporation pursuant to this Article IV. Such expenses (including attorneys’ fees) incurred by former directors and officers

or other employees and agents of the Corporation or by persons serving at the request of the Corporation as directors, officers, employees

or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions,

if any, as the Corporation deems appropriate.

Section 6.

Right of Indemnity not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, this

Article IV shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law,

agreement, vote of Stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action

in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the

certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of

the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification

or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination

or impairment after such action or omission has occurred. The indemnification and advancement of expenses provided by, or granted pursuant

to, this Article IV shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director,

officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7.

Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer,

employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent

of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred

by him or her in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the

power to indemnify him or her against such liability under the provisions of this Article IV, Section 145 of the General Corporation Law

of the State of Delaware or otherwise.

Section 8.

Invalidity of any Provisions of this Article. The invalidity or unenforceability of any provision of this Article IV shall

not affect the validity or enforceability of the remaining provisions of this Article IV.

ARTICLE

CAPITAL STOCK

Section 1.

Certificated and Uncertificated Interests. The interest of each Stockholder may be evidenced by certificates for shares

of stock in such form as the Board of Directors may from time to time prescribe, or may be uncertificated, subject to the sole discretion

of the Board of Directors and the requirements of applicable law. The certificates of stock shall be signed by the President or a Vice

President and by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the seal of the Corporation

or a facsimile thereof, if any, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe.

Where any such certificate is countersigned by a transfer agent other than the Corporation or its employee, or registered by a registrar

other than the Corporation or its employee, the signature of any such officer may be a facsimile signature. In case any officer or officers

who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall

cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or

certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation

and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or

signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 2.

Transfer. The shares of stock of the Corporation shall be transferred only upon the books of the Corporation by the holder

thereof in person or by his or her attorney, and, if the shares of stock are certificated, upon surrender for cancellation of certificates

for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such

proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

Section 3.

Record Dates. The Board of Directors may fix in advance a date, not less than ten (10) nor more than sixty (60) days preceding

the date of any meeting of Stockholders, or the date for the payment of any dividend, or the date for the distribution or allotment of

any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination

of the Stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to

receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange

of capital stock, and in such case only such Stockholders as shall be Stockholders of record on the date so fixed shall be entitled to

such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or

rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after

any such record date fixed as aforesaid.

Section 4.

Lost Certificates. In the event that any certificate of stock is lost, stolen, destroyed or mutilated, the Board of Directors

may authorize the issuance of a new certificate of the same tenor and for the same number of shares in lieu thereof. The Board of Directors

may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate,

or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation

as it deems necessary, and to give the Corporation a bond in such reasonable sum as it directs to indemnify the Corporation.

ARTICLE

CHECKS, NOTES, PROVISIONS

Section 1.

Checks, Notes, Etc. All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory

notes, and all acceptances, obligations and other instruments for the payment of money, may be signed by any director of the Corporation,

the President, any Vice President or the Treasurer and may also be signed by such other officer or officers, agent or agents, as shall

be thereunto authorized from time to time by the Board of Directors.

ARTICLE

VII

MISCELLANEOUS PROVISIONS

Section 1.

Offices. The registered office of the Corporation shall be located at Corporate Creations Network Inc., 1521 Concord Pike,

Suite 201, Wilmington, Delaware, 19803 and Corporate Creations Network Inc. shall be the registered agent of this Corporation in charge

thereof. The Corporation may have other offices either within or without the State of Delaware at such places as shall be determined from

time to time by the Board of Directors or the business of the Corporation may require.

Section 2.

Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year.

Section 3.

Corporate Seal. The seal of the Corporation shall be circular in form and contain the name of the Corporation, and the year

and state of its incorporation. Such seal may be altered from time to time at the discretion of the Board of Directors.

Section 4.

Books. There shall be kept at such office of the Corporation as the Board of Directors shall determine, within or without

the State of Delaware, correct books and records of account of all its business and transactions, minutes of the proceedings of its Stockholders,

Board of Directors and committees, and the stock book, containing the names and addresses of the Stockholders, the number of shares held

by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall

be registered, and such other books and records as the Board of Directors may from time to time determine.

Section 5.

Voting of Stock. Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Corporation,

other than stock of the Corporation, shall be voted, in person or by proxy, by the President or any Vice President of the Corporation

on behalf of the Corporation.

ARTICLE

VIII

AMENDMENTS

Section 1.

Amendments. The vote of the holders of at least a majority of the shares of stock of the Corporation, issued and outstanding

and entitled to vote, shall be necessary at any meeting of Stockholders to amend or repeal these By-Laws or to adopt new by-laws. These

By-Laws may also be amended or repealed, or new by-laws adopted, at any meeting of the Board of Directors by the vote of at least a majority

of the entire Board of Directors; provided that any by-law adopted by the Board of Directors may be amended or repealed by the Stockholders

in the manner set forth above.

Any proposal to amend or repeal

these By-Laws or to adopt new by-laws shall be stated in the notice of the meeting of the Board of Directors or the Stockholders, or in

the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of

the Corporation, issued and outstanding and entitled to vote, are present at such meeting.

* * *

EX-3.3 — AMENDED AND RESTATED CERTIFICATE OF FORMATION OF DYTB, LLC, ADOPTED IN CONNECTION WITH THE SECOND MERGER ON AUGUST 7, 2026

EX-3.3

Filename: ea030206601ex3-3.htm · Sequence: 4

Exhibit 3.3

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

DYTB, LLC

A DELAWARE LIMITED

LIABILITY COMPANY

Name. The name of the limited liability company formed and continued hereby is DyTb, LLC (the “Company”).

Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located

at 1521 Concord Pike, Suite 201, in the City of Wilmington, New Castle County, Delaware 19803. The registered agent of the Company for

service of process is Corporate Creations Network Inc. located at 1521 Concord Pike, Suite 201, in the City of Wilmington, New Castle

County, Delaware 19803.

*****

EX-3.4 — LIMITED LIABILITY COMPANY AGREEMENT OF DYTB, LLC (F/K/A HAMER MERGER SUB, LLC), DATED AS OF MARCH 2, 2026

EX-3.4

Filename: ea030206601ex3-4.htm · Sequence: 5

Exhibit 3.4

LIMITED LIABILITY COMPANY AGREEMENT

HAMER MERGER SUB, LLC

This LIMITED LIABILITY COMPANY

AGREEMENT (this “Agreement”) of Hamer Merger Sub, LLC, a limited liability company organized under the laws of the

State of Delaware (the “Company”), dated as of March 2, 2026, is entered into by USA Rare Earth, Inc., a Delaware corporation

(the “Sole Member”).

W I T N E S S E T H:

WHEREAS, the Company was formed

on March 2, 2026, pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended

from time to time (the “Act”), by filing with the Secretary of State of the State of Delaware the Certificate of Formation

of the Company in the form attached hereto as Exhibit A; and

WHEREAS, the Sole Member desires

to participate in such a limited liability company for the purpose of engaging in any act or activity for which limited liability companies

may be organized under the law, in accordance with the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration

of the mutual covenants and agreements herein contained, the parties hereto do hereby mutually covenant and agree as follows:

Name. The name of the limited liability company is “Hamer Merger Sub, LLC”. All business of the Company shall

be conducted under such name.

Purpose. The Company is organized for the purpose of engaging in any act or activity for which limited liability companies

may be organized under the Act, in accordance with this Agreement.

Term. The term of the Company shall be perpetual, unless the Company is dissolved in accordance with the provisions of this

Agreement.

Capital Contributions. The Sole Member’s membership interests in the Company shall be represented by one hundred (100)

membership units (each, a “Unit”). Such Units shall be uncertificated. The Sole Member shall not be required to make

any additional capital contribution to the Company without its consent. The Sole Member may make additional capital contributions to the

Company in its sole discretion.

Member Managed. The right and power to manage and control the business and affairs of the Company shall be vested exclusively

in the Sole Member, and the Sole Member shall have the exclusive right and power, in the name of the Company, to perform all acts and

do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the Company.

6. Officers.

(a) Subject to the direction of the Sole Member, the day-to-day administration of the business of the Company shall be carried out

by persons who may be designated as officers (each an “Officer”) as and to the extent authorized by the Sole

Member. The Officers of the Company shall have such titles and powers and perform such duties as shall be determined from time to

time by the Sole Member and otherwise as shall customarily pertain to such offices or be determined from time to time by the Sole

Member. Any number of offices may be held by the same person.

(b) The

following persons shall be, and each of them hereby is, (i) appointed to serve as all of the Officers of the Company, to hold the office

set forth opposite their names until their successors shall have been duly elected or appointed and shall qualify, or as otherwise provided

in this Agreement; and (ii) approved by the Sole Member to act on behalf of the Company in accordance with Section 6(a):

David Kronenfeld

President, Treasurer, and Secretary

Principal Place of Business; Registered Office and Agent. The Company may establish any place of business as the Sole Member

may from time to time deem advisable, which shall initially be Corporate Creations Network Inc., 100 West Airport Road, Stillwater, Oklahoma

74075. The initial address of the registered office of the Company in the State of Delaware is 1521 Concord Pike, Suite 201, Wilmington,

County of New Castle, Delaware 19803. Such registered office may be changed by the Sole Member.

Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the election by the Sole Member so to dissolve,

liquidate and terminate the Company. Notwithstanding anything to the contrary contained herein, the bankruptcy, liquidation, dissolution

or expulsion of the Sole Member, or the occurrence of any other event which terminates the continued membership of the Sole Member in

the Company, shall not cause the dissolution of the Company.

Fiscal Year. The fiscal year of the Company shall be the calendar year, except for the short taxable years in the years

of the Company’s formation and termination and as otherwise required by the Internal Revenue Code of 1986, as amended.

10.

Distributions. Distributions shall be made to the Sole Member at the times and in the aggregate amounts determined by the

Sole Member in its sole discretion.

11.

Filings. (a) The Certificate of Formation was filed with the Secretary of State of the State of Delaware on March 2,

2026, by an “authorized person” within the meaning of the Act, and the Sole Member hereby ratifies, confirms and approves

such filing as the act of the Sole Member. The Sole Member shall use its commercially reasonable efforts to cause amendments to the Certificate

of Formation to be executed and filed whenever required by the Act.

(b) The

Sole Member shall use its commercially reasonable efforts to take such other actions as may be reasonably necessary to perfect and maintain

the status of the Company as a limited liability company under the laws of the State of Delaware.

-2-

Sole Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in

any jurisdiction in which the Company transacts business in which such qualification, formation or registration is required or desirable.

The Sole Member shall cause the Company to execute, deliver and file any certificates (and any amendments and/or restatements thereof)

necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

12.

Limitation on Liability of the Sole Member. The Sole Member shall not be bound by, or be personally liable for, by reason

of being a manager or member of the Company, a judgment, decree or order of a court or in any other manner, for the expenses, liabilities

or obligations of the Company, and the liability of the Sole Member shall be limited solely to the amount of its capital contributions.

13.

Indemnification. (a) Notwithstanding any other terms of this Agreement, whether express or implied, or any obligation or

duty at law or in equity, neither the Sole Member nor any Officer or employee of the Company, and no shareholder, member, director, officer

or employee of its affiliates (each, a “Covered Person”) shall be liable to the Company for any act or omission (in

relation to the Company or this Agreement, any related document or any transaction contemplated hereby or thereby) taken or omitted in

good faith by a Covered Person and in the reasonable belief that such act or omission is in, or is not contrary to, the best interests

of the Company and is within the scope of authority granted to such Covered Person by this Agreement, unless such act or omission resulted

from fraud, bad faith or willful misconduct, by such Covered Person. Nothing herein shall constitute a waiver or limitation of any rights

which the Company may have under applicable securities laws or of any rights under other laws which may not be waived.

(b) To

the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Covered Person from and against any

and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises

and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim

or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, arising from any and all claims, demands, actions,

suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to

be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of or

in connection with the Company, its property, its business or affairs, including its status as a member therein. A Covered Person shall

not be entitled to indemnification under this Section 13 with respect to any claim, issue or matter in which such Covered

Person has engaged in fraud, bad faith or willful misconduct, gross negligence, or a violation of applicable securities laws, except that

nothing herein shall constitute a waiver or limitation of any rights which the Company may have under applicable securities laws or of

rights under other laws which may not be waived. The termination of any action, suit or proceeding by judgment, order, settlement or upon

a plea of nolo contendere or its equivalent shall not of itself (except insofar as such judgment, order, settlement or plea shall itself

specifically provide) create a presumption that the Covered Person acted in bad faith or in a manner constituting gross negligence or

willful misconduct or materially breached this Agreement. To the fullest extent permitted by applicable law, expenses (including legal

fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding may, with the approval of the Sole Member,

from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt

by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the

Covered Person is not entitled to be indemnified as authorized in this Section 13.

-3-

the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the

Company, such Covered Person acting under this Agreement shall not be liable to the Company for its good faith reliance on the provisions

of this Agreement or the advice of accountants and counsel. The provisions of this Agreement, to the extent that they expand or restrict

the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Sole Member to modify to that

extent such other duties and liabilities of such Covered Person.

(d) Except

as otherwise provided by the Act, or otherwise agreed in writing, the debts, liabilities and obligations of the Company, whether arising

in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be

obligated personally for any such debt, liability or obligation of the Company solely by reason of being a Covered Person.

14.

Income Tax Classification. The Sole Member shall have authority to determine in its sole discretion the U.S. federal (and

applicable state and local) income tax classification of the Company, and shall in its sole discretion make (or cause to be made) any

election required to ensure that the Company is so classified. The Company’s books of account shall be maintained on a basis consistent

with such treatment. The Sole Member shall take (or cause to be taken) all actions, including the amendment of this Agreement and the

execution of other documents, as may be reasonably required in order for the Company to be so treated. For the avoidance of doubt, the

President shall be authorized to take any required actions at the direction of the Sole Member in connection with the foregoing.

15.

Governing Law. This Agreement, including its existence, validity, construction and operating effect shall be governed by

and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. The Company is formed

as a limited liability company under the laws of the State of Delaware pursuant to the Act, and the rights and liabilities of the Sole

Member shall be as provided therein, except as herein otherwise expressly provided.

16.

Amendments. This Agreement may only be amended by a writing duly signed by the Company and the Sole Member.

17.

Successors and Assigns. This Agreement and all of the provision hereto shall be binding upon and inure to the benefit of

the parties hereto and their respective successors and permitted assigns.

[Signature page follows]

-4-

IN WITNESS WHEREOF, the undersigned

have entered into this Agreement as of the day and year first above written.

USA RARE EARTH, INC.

By:

/s/ David Kronenfeld

Name:

David Kronenfeld

Title:

Authorized Signatory

[Signature Page to Hamer Merger Sub, LLC - Limited Liability Company

Agreement]

EXHIBIT A

CERTIFICATE OF FORMATION

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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Former Legal or Registered Name of an entity

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

-Number 240

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-Subsection b-2

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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