USA Rare Earth Inc 2024年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________ COMMISSION FILE NUMBER 001-41711 USA Rare Earth, Inc.(Exact name of registrant as specified in its charter) Delaware98-1720278(State or other jurisdiction of(I.R.S. Employer (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (813) 867-6155 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required to submit and file such reports). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reportingcompany☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ The aggregate market value of the voting and non-voting stock held by non-affiliates of Inflection PointAcquisition Corp. II (“Inflection Point”), predecessor of the Registrant, on June 28, 2024 (the last business day ofthe second fiscal quarter of the prior fiscal year), based on the closing price of $10.60 for shares of Inflection Point’sClass A ordinary shares, was approximately $265,000,000.00. As of June 30, 2024, the Registrant’s common stockwas not publicly traded. As of March 28, 2025, the Registrant had 81,952,420 shares of common stock, par value $0.0001 per share and5,233,384 shares of 12.0% Series A Cumulative Convertible Preferred Stock, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Item 1.Business.1Item1A.Risk Factors.16Item1B.Unresolved Staff Comments.36Item1C.Cybersecurity.36Item 2.Properties.37Item 3.Legal Proceedings.37Item 4.Mine Safety Disclosures.37PART IIItem 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases ofEquity Securities.38Item 6.Reserved.39Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.39Item7A.Quantitative and Qualitative Disclosures about Market Risk48Item 8.Financial Statements and Supplementary Data.48Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.49Item9A.Controls and Procedures.49Item9B.Other Information.50Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.50Part IIIItem10.Directors, Executive Officers and Corporate Governance.51Item11.Executive Compensation.57Item12.Security Ownership of Certain Beneficial Owners and Management and Related ShareholderMatters.66Item13.Certain Relationships and Related T