USA Rare Earth Inc美股招股说明书(2025-07-02版)

USA RARE EARTH, INC. SecondaryOffering of21,428,572SHARES OF COMMON STOCK This prospectus relates to the offer and resale, from time to time, by the selling stockholder namedin this prospectus (including its transferees, donees, pledgees or othersuccessors-in-interest(the“Selling Stockholder”)of up to 21,428,572 shares of common stock,par value$0.0001 per share(the“Common Stock”), of USA Rare Earth, Inc. (“us,” “we,” “New USARE,” or the “Company”)consisting of: (i)8,550,400shares of Common Stock (the “PIPE Shares”) held by the Selling Stockholder;(ii)up to 2,163,886shares of Common Stock (the “Pre-FundedWarrant Shares”) issuable uponexerciseof a pre-funded warrant(the“Pre-Funded PIPE Warrant”)held by the SellingStockholder; and(iii)up to 10,714,286 shares of Common Stock (the “Warrant Shares”) issuable upon exerciseof a warrant to purchase such number of shares (the “PIPE Warrant”) held by the SellingStockholder,at an exercise price of$7.00 per share,subject to adjustment(suchsecurities described in clauses (i)through (iii)collectively, the “Resale Shares”). ThePIPE Shares,the Pre-Funded Warrant and the Warrant were issued to the Selling Stockholderpursuant to that certain amended and restated Securities Purchase Agreement, dated April29, 2025(the “SPA”), by and between the Company and the Selling Stockholder (the “PIPE”). Weare registering resale of the Resale Shares to satisfy certain registration rights we havegrantedto the Selling Stockholder pursuant to that certain registration rights agreement,datedMay2,2025,by and between the Company and the Selling Stockholder(the“Registration RightsAgreement”).The Selling Stockholder may offer all or part of the Resale Shares for resale fromtimeto time through public or private transactions,at either prevailing market prices or atprivatelynegotiated prices.The Resale Shares are being registered to permit the SellingStockholder to sell Resale Shares from time to time, in amounts, at prices and on terms determinedatthe time of offering.The Selling Stockholder may sell the Resale Shares through ordinarybrokeragetransactions,in underwritten offerings,directly to market makers of our securities orthroughany other means described in the section entitled“Plan of Distribution”herein.Inconnectionwith any sales of Resale Shares offered hereunder,the Selling Stockholder,anyunderwriters,agents,brokers or dealers participating in such sales may be deemed to be“underwriters” within the meaning of the Securities Act, or the ExchangeAct. We are registeringtheResale Shares for resale by the Selling Stockholder,or their donees,pledgees,transferees,distributees or othersuccessors-in-interest selling our Common Stock or interests received in ourCommonStock received after the date of this prospectus from the Selling Stockholder as a gift,pledge, partnership distribution or other transfer. Theshares of Common Stock being registered for resale were acquired or may be acquired by theSellingStockholder for prices below the current market price of the shares of Common Stock.Accordingly,the Selling Stockholder may have an incentive to sell because they have purchased orhave the right to purchase the Resale Shares at effective prices lower than our public investors orthe current trading price of the Common Stock and may profit significantly even under circumstancesinwhich our other stockholders would experience losses in connection with their investment.Foradditionalinformation,see“RiskFactors—RisksRelatingtoOwnershipofOurSecurities—The Selling Stockholder acquired or has the right to acquire Common Stock at a pricethat is less than the market price of the Common Stock as of the date of this prospectus, may earn apositive rate of return even if the price of the Common Stock declines and may be willing to sellitsCommon Stock at a price less than stockholders that acquired Common Stock in the publicmarket.” Theshares of Common Stock being offered for resale by the Selling Stockholder pursuant to thisprospectus represent approximately 19.9% of our total issued and outstanding Common Stock (assumingandafter giving effect to the issuance of the Pre-Funded Warrant Shares and the Warrant Shares).Given the substantial number of Resale Shares being registered for potential resale by the SellingStockholder pursuant to the registration statement of which this prospectus forms a part, the saleof such Resale Shares by the Selling Stockholder, or the perception in the market that the SellingStockholder may sell or intends to sell all or a significant portion of such Resale Shares, couldincrease the volatility of the market price of our Common Stock or result in a significant declinein the public trading price of our Common Stock. We will not receive any proceeds from the sale of the Resale Shares by the Selling Stockholder. We will bear all costs, expenses, and fees in connection with the registration of the Resale Shares.The Selling Stockholder will bear all commissions and discounts, if any, at