USA Rare Earth Inc美股招股说明书(2025-07-21版)

USA RARE EARTH, INC.PrimaryOffering of up to115,748,969SHARES OF COMMON STOCKSecondaryOffering of up to140,665,609SHARES OF COMMON STOCK6,000,000WARRANTS TO PURCHASE SHARES OF COMMON STOCK Thisprospectus relates to the offer and sale by USA Rare Earth,Inc.,a Delawarecorporation(“us,”“we,”“NewUSARE,”or the“Company”)of(i)upto12,368,598shares of common stock,par value$0.0001 per share,of the Company(the“CommonStock”)thatareissuablebyusupontheexerciseof12,368,598warrants of the Company,each initially exercisable at$11.50 per share,issued as a part of units sold by Inflection Point Acquisition Corp.II (“InflectionPoint”) in its initial public offering (“Public Warrants”) at a price of $10.00 perunit, with each unit consisting of one ClassA ordinary share, par value $0.0001 pershare,of Inflection Point and one-half of one warrant to purchase one ClassAordinaryshare,(ii)up to 6,000,000 shares of Common Stock that are issuable by usuponthe exercise of 6,000,000warrants,each initially exercisable at$11.50 pershare,originally issued in a private placement(“Private Placement Warrants”and,togetherwith the Public Warrants,the“Warrants”)at a price of$1.00 per PrivatePlacementWarrant to Inflection Point Holdings II LLC (the “Sponsor”) concurrentlywithInflection Point’s initial public offering,(iii)upto 33,500,490 shares ofCommonStock that are issuable by us upon the exercise of certain common stockpurchasewarrants,exercisable for an aggregate of 4,785,796 shares of Common Stockat$7.00 per share as of July 3,2025,each subject to adjustment(the“PreferredInvestorWarrants”),and assuming solely for this purpose,that the exercise priceofsuch Preferred Investor Warrants is$1.00 per share and the number of sharesunderlyingsuch Preferred Investor Warrants is 33,500,490,which amount represents agood-faith estimate of the maximum number of shares of Common Stock that may becomeissuableupon exercise of such Preferred Investor Warrants,(iv)up to 10,000,000sharesof Common Stock that are issuable by us to certain former members(the“Eligible Stockholders”)of USA Rare Earth,LLC,a Delaware limited liabilitycompanyand wholly owned subsidiary of the Company(“USAREOpCo”)upon theoccurrenceof specified events pursuant to the Business Combination Agreement(asdefinedbelow),for no additional consideration(such shares,“Earnout Shares”)and(v) up to 47,642,817shares of Common Stock issuable upon the conversion of 2,798,860shares of 12% Series ACumulative Convertible Preferred Stock, par value $0.0001 pershare,of the Company(“Series A Preferred Stock”)with a current conversion priceof$7.00,taking into account for this purpose,payment-in-kind dividends throughMarch12, 2028 and assuming solely for this purpose that the conversion price of suchSeries A Preferred Stock is $1.00. This prospectus also relates to the offer and resale from time to time by the sellingsecurityholders(including their transferees,donees,pledgees and other successors-in-interest) named in this prospectus (the “Selling Securityholders”) of up to: (i)130,532,760shares of Common Stock held by or issuable to certain holdersentitledto resale registration rights pursuant to the Amended and RestatedRegistrationRightsAgreement,datedasofMarch13,2025(the“Registration Rights Agreement”) or other agreements, including:(a)29,338,066sharesofCommonStockheldbycertainSellingSecurityholderswho are former members of USARE OpCo received inexchange for common units (or securities exercisable or convertible intocommonunits)of USARE OpCo as consideration in the Merger(as definedbelow)pursuant to the Business Combination Agreement(as definedbelow);(b)6,250,000 shares of Common Stock held by the Sponsor received uponconversionof 6,250,000 ClassBordinary shares of Inflection Pointwhichwereinitiallyacquiredforanaggregateof$25,000orapproximately$0.004 per share,as a result of the Domestication(asdefined below); Table of Contents (c)upto 42,546,799 shares of Common Stock issuable to certain SellingSecurityholdersupon conversion of 2,499,486 shares of SeriesAPreferredStock which were issued in exchange for USARE ClassAConvertible Preferred Units of USARE OpCo as consideration in the Mergerpursuantto the Business Combination Agreement,taking into account forthispurpose,payment-in-kind dividends through March12,2028 andassuming,solely for this purpose a conversion price of such Series APreferredStock$1.00,which amount represents a good-faith estimate ofthemaximum number of shares of Common Stock that may become issuableupon conversion of such shares Series A Preferred Stock; (d)up to 26,368,134 shares of Common Stock issuable to certain SellingSecurityholdersupon exercise of Preferred Investor Warrants which wereissuedin exchange for USARE ClassAPreferred Investor Warrants(asdefined below) of USARE OpCo as consideration in the Merger pursuant totheBusiness Combination Agreement,assuming solely for this purpose,that the exercise price of such Preferred Investor Warrants is $1.00 pershareand the number of sh