美国稀土公司美股招股说明书(2025-07-11版)

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the ●our Current Report on Form 8-K filed with the SEC on July 9, 2025, which is set forth below.This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the 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 this USA Rare Earth, Inc.’s Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the symbols “USAR” and Warrants was $2.89 per Warrant.We are an “emerging growth company” and a “smaller reporting company” as such terms are defined under the federal securities laws under the heading “Risk Factors” of the Prospectus, and under similar headings in any amendments or supplements to theProspectus. Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K under any of the following provisions:Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Company, effective immediately. In connection with his retirement, the Company and Mr. Ridge entered into a separation agreementdated as of July 5, 2025 (the “Separation Agreement”), pursuant to which Mr. Ridge will continue to provide services to the Companyfor a three-month period as a consultant on a part-time basis to assist in the transition of his duties. Pursuant to the Separation Separation Agreement between USA Rare Earth, Inc. and Steve Ridge, dated July 5, 2025. 1 Date: July 9, 2025 2 Re:Separation and General Release Agreement This Separation and General Release Agreement (this “Agreement”) confirms your retirement and separation from USA Rare Earth,Inc. (the “Company,” and together with its subsidiaries and affiliates, the “Company Group”), effective as of July 4, 2025 (the 1.Consulting Period.From the Separation Date through the later to occur (i) three (3) months following the Separation Date;or (ii) the date in which your Equity Grant (as defined below) vests, (such period of time, the “Consulting Period”), you will provideservices to the Company as a consultant on a part-time basis, which services will include advice and guidance related to the position terminate the Consulting Period at any time.2.Separation of Employment. Regardless of whether you sign this Agreement, you will receive: (i) any accrued but unpaidbase salary through the Separation Date and payment for any accrued but unused paid time off days accrued for calendar year 2024through the Separation Date, in accordance with the Company Group’s paid time off policy as in effect from time to time; (ii)to theextent you are currently enrolled, your group health insurance will remain in effect through the last day of the month in which theSeparation Date occurs, and thereafter you may elect to continue such insurance at your expense as provided by the ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended, and/or applicable state law and/or you may elect to convert such policies toindividual policies at your expense to the extent provided under such policies or applicable law; (iii) any vested benefits under anyCompany Group benefit plans in which you participate as of the Separation Date in accordance with the terms of such plans as ineffect from time to time; and (iv) reimbursement for any unreimbursed business expenses incurred by you through the Separation Datein accordance with Company Group policy pursuant to the terms of such policy as in effect from time to time ((i) through (iv) Notice” (as detailed further below), the Company will provide you with the following (collectively, the “Separation Benefits”): 2026 (the “Equity Grant”) pursuant to the Restricted Stock Unit Grant Notice provided by the Company, whichgrant shall be effective as of the filing of the S-8 Registration Statement with the SEC (the “Restricted Stock UnitGrant Notice”). Company (the “Board”), the Board may determine to waive the Lock-Up obligations in accordance with Section37(c) of the Bylaws of the Company.●Upon the first practicable pay period following the “Effective Date” (as defined below), the Company will provide otherwise be eligible (other than the Accrued Amounts), whether under the Offer Letter or otherwise, if you did not execute thisAgreement and that the Separation Benefits constitute sufficient consideration for your entering into this Agreement.4.Compliance with Federal Securities Laws. You agree to comply with all applicable federal securities laws, including any in Rule 144 under the Securities Act of 1933, as amended. This compliance period shall extend for ninety (90) days following the