USA Rare Earth Inc美股招股说明书(2025-06-11版)

PROSPECTUS SUPPLEMENT No. 2(to Prospectus dated February 14, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2025 (the “Prospectus”), whichforms a part of our Registration Statement on Form S-4 (Registration No. 333-283181), as amended by Post-Effective Amendment No.2 to our Registration Statement on Form S-4, filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2025.Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with theinformation contained in: ●our Current Report on Form 8-K filed with the SEC on April 23, 2025, which is set forth below;●our Current Report on Form 8-K filed with the SEC on April 30, 2025, which is set forth below;●our Current Report on Form 8-K filed with the SEC on May 5, 2025, which is set forth below; and●our Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep thisprospectus supplement with your Prospectus for future reference. USA Rare Earth, Inc.’s Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the symbols “USAR” and“USARW,” respectively. On June 10, 2025, the closing price of our Common Stock was $12.80 per share and the closing price of ourWarrants was $2.88 per Warrant. We are an “emerging growth company” and a “smaller reporting company” as such terms are defined under the federal securities lawsand, as such, are subject to certain reduced public company reporting requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 30 of the Prospectus, and under similar headings in any amendments orsupplements to the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if theProspectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June 11, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported): April 23, 2025 USA Rare Earth, Inc.(Exact name of registrant as specified in its charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder 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)) Securities registered pursuant to Section 12(b) of the Act: 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). 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.☐ Item 4.01.Change in Registrant’s Certifying Accountant. Explanatory Note As previously disclosed, on March 13, 2025, USA Rare Earth, Inc. (the “Company”, formerly known as Inflection PointAcquisition Corp. II (“Inflection Point”) prior to the Business Combination described herein) consummated its previously announcedbusiness combination (the “Business Combination”) with USA Rare Earth, LLC, a Delaware limited liability company (“USAREOpCo”), pursuant to the terms of that certain Business Combination Agreement (as amended, the “Business Combination Agreement”)by and among the Company, USARE OpCo, and IPXX Merger Sub, LLC, a Delaware limited liability company, and a direct, wholly-owned subsidiary of Inflection Point (“Merger Sub”). Pursuant to the terms of the Business Combination Agreement, Merger mergedwith and into USARE OpCo, with USARE OpCo as the surviving company and becoming a wholly owned subsidiary of theCompany. (a)Dismissal of independent registered public