USA Rare Earth Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________ COMMISSION FILE NUMBER001-41711 USA Rare Earth, Inc.(Exact name of registrant as specified in its charter) Delaware98-1720278(State or other jurisdiction of(I.R.S. Employer 100 W Airport RoadStillwater,Oklahoma74075(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 the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (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 90days.Yes☒No☐ Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant 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-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentivebased compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the voting and non-voting stock held by non-affiliates of Inflection Point Acquisition Corp. II(“Inflection Point”), predecessor of the Registrant, on June 28, 2024 (the last business day of the second fiscal quarter of the priorfiscal year), based on the closing price of $10.60 for shares of Inflection Point’s Class A ordinary shares, was approximately$265,000,000.00. As of June 30, 2024, the Registrant’s common stock was not publicly traded. As of March 28, 2025, the Registrant had81,952,420shares of common stock, par value $0.0001 per share and 5,233,384 sharesof 12.0% Series A Cumulative Convertible Preferred Stock, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. PART IItem 1.Business.1Item 1A.Risk Factors.16Item 1B.Unresolved Staff Comments.36Item 1C.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 of Equity Securities.38Item 6.Reserved.39Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.39Item 7A.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.49Item 9A.Controls and Procedures.49Item 9B.Other Information.50Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.50Part IIIItem 10.Directors, Executive Officers and Corporate Governance.51Item 11.Executive Compensation.57Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matt