USA Rare Earth Inc美股招股说明书(2025-10-28版)

USA RARE EARTH, INC. SecondaryOffering of8,333,333SHARES OF COMMON STOCK Thisprospectus relates to the offer and resale,from time to time,by the sellingstockholdernamed in this prospectus(including its transferees,donees,pledgees orothersuccessors-in-interest(the“Selling Stockholder”))of up to 8,333,333 sharesofcommon stock,par value$0.0001 per share(the“Common Stock”),of USA RareEarth,Inc.(“us,”“we,”“New USARE,”or the“Company”)held by the SellingStockholder (the “Resale Shares”). TheResale Shares were issued to the Selling Stockholder pursuant to that certainSecurities Purchase Agreement, dated September24, 2025 (the “SPA”), by and betweenthe Company and the Selling Stockholder (the “PIPE”). We are registering resale of the Resale Shares to satisfy certain registration rightswehave granted to the Selling Stockholder pursuant to that certain registrationrightsagreement,dated September29,2025,by and between the Company and theSellingStockholder(the“PIPERegistrationRightsAgreement”).TheSellingStockholdermay offer all or part of the Resale Shares for resale from time to timethroughpublic or private transactions,at either prevailing market prices or atprivatelynegotiated prices.The Selling Stockholder may sell the Resale Sharesthroughordinary brokerage transactions,in underwritten offerings,directly tomarketmakers of our securities or through any other means described in the sectionentitled“Plan of Distribution”herein.In connection with any sales of ResaleSharesoffered hereunder,the Selling Stockholder,any underwriters,agents,brokersordealers participating in such sales,may be deemed to be“underwriters”withinthemeaning of the Securities Act of 1933,as amended(the“Securities Act”),orthe Securities ExchangeAct of 1934, as amended (the “Exchange Act”). Theshares of Common Stock being registered for resale were acquired at prices belowthecurrent trading price of the shares of Common Stock.Accordingly,the SellingStockholdermay have an incentive to sell at effective prices lower than the currenttradingpriceoftheCommonStockandmayprofitsignificantlyevenundercircumstancesin which our other stockholders would experience losses in connectionwiththeir investment.For additional information,see“Risk Factors—RisksRelatingto Ownership of Our Securities—The Selling Stockholder acquired or hastheright to acquire Common Stock at a price that is less than the market price oftheCommon Stock as of the date of this prospectus,may earn a positive rate ofreturneven if the price of the Common Stock declines and may be willing to sell itsCommonStock at a price less than stockholders that acquired Common Stock in thepublic market.” Theshares of Common Stock being offered for resale by the Selling Stockholderpursuantto this prospectus represent approximately 7.3%of our total issued andoutstandingCommon Stock as of September 30,2025.Given the substantial number ofResaleShares being registered for potential resale by the Selling Stockholderpursuantto the registration statement of which this prospectus forms a part,thesaleof such Resale Shares by the Selling Stockholder,or the perception in themarketthat the Selling Stockholder may sell or intends to sell all or a significantportionof such Resale Shares,could increase the volatility of the trading price ofourCommon Stock or result in a significant decline in the trading price of ourCommon Stock. Wewill not receive any proceeds from the sale of the Resale Shares by the SellingStockholder. We will bear all costs, expenses, and fees in connection with the registration of theResaleShares.The Selling Stockholder will bear all commissions and discounts,ifany, attributable to its sales of the Resale Shares. Ourshares of Common Stock and Public Warrants are listed on the Nasdaq Stock MarketLLC(“Nasdaq”)underthesymbols“USAR”and“USARW,”respectively.OnOctober1,2025,the closing price of our Common Stock was$18.41 per share and theclosing price for our Public Warrants was $7.72 per warrant. Weare an“emerging growth company”and a“smaller reporting company”under thefederalsecurities laws and will be subject to reduced disclosure and publicreportingrequirements.See“Summary—Implicationsof Being an Emerging GrowthCompany and a Smaller Reporting Company.” Investingin shares of our securities involves risks that are described inthe“Risk Factors”section beginning on page9of this prospectus. Neitherthe U.S.Securitiesand Exchange Commission nor any state securitiescommissionhas approved or disapproved of the securities to be issued under thisprospectusordeterminedifthisprospectusistruthfulorcomplete.Anyrepresentation to the contrary is a criminal offense. Thedate of this prospectus isOctober27,2025. TABLEOF CONTENTS PageABOUT THIS PROSPECTUSiiFREQUENTLY USED TERMS AND BASIS OF PRESENTATIONiiiMARKET AND INDUSTRY DATAixCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSxSUMMARY1RISK FACTORS9USE OF PROCEEDS36MARKET INFORMATION37DIVIDEND POLICY38MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CON