USA Rare Earth Inc美股招股说明书(2026-02-12版)

USA RARE EARTH, INC. Secondary Offering of76,311,179 SHARES OF COMMON STOCK This prospectus relates to the offer and resale, from time to time, by the selling stockholders named in thisprospectus (including their respective transferees, donees, pledgees or other successors-in-interest (the “SellingStockholders”)) of up to 76,311,179 shares of common stock, par value $0.0001 per share (the “CommonStock”), of USA Rare Earth, Inc. (“us,” “we,” “New USARE,” or the “Company”) held by the SellingStockholders (the “Resale Shares”). 6,543,737 Resale Shares were issued to certain of the Selling Stockholders pursuant to that certain SharePurchase Agreement, dated September26, 2025 (the “LCM SPA”), by and among the Company, LaconiaAcquisition Sub Limited, a wholly-owned indirect subsidiary of the Company (the “Buyer”), Indian Ocean RareMetals Pte Ltd, a Singapore private limited company (“IORM”), IORM’s shareholders (the “Sellers”) and GrantSmith, solely in his capacity as the Sellers’ representative (the “Sellers’ Representative”). IORM’s operatingsubsidiary is Less Common Metals Ltd. (“LCM”), a United Kingdom-based manufacturer of specialized rareearth metals and both cast and strip-cast alloys. LCM produces both light and heavy rare earth permanentmagnet metals and alloys at scale in its facility in Cheshire, U.K. Pursuant to the LCM SPA, the Buyer acquiredfrom the Sellers all rights, title and interest in and to all of the shares of the Company held by the Sellers,amounting to all of the outstanding and issued shares in the Company (the “LCM Acquisition”). The purchaseprice paid in the LCM Acquisition was approximately $100,000,000 in cash and the 6,543,737 Resale Shares,subject to the deposit of 1,010,782 shares of Common Stock into escrow and customary deductions for debt,and transaction expenses, as well as customary post-closing adjustments. 69,767,442 Resale Shares were issued to certain of the Selling Stockholders (the “PIPE Investors”) pursuant tothat Securities Purchase Agreement, dated January 26, 2026 (the “PIPE SPA”), by and among the Company andthe PIPE Investors (the “PIPE”). We are registering resale of the Resale Shares to satisfy certain registration rights we have granted to the Sellerspursuant to that certain registration rights agreement, dated November18, 2025, by and among the Company,the Buyer, the Selling Stockholders and the Sellers’ Representative (the “LCM Registration Rights Agreement”)and to satisfy certain registration rights we have granted to the PIPE Investors pursuant to that certainregistration rights agreement, dated January 26, 2026, by and among the Company and the PIPE Investors (the“PIPE Registration Rights Agreement”). The Selling Stockholders may offer all or part of the Resale Shares forresale from time to time through public or private transactions, at either prevailing market prices or at privatelynegotiated prices. The Selling Stockholders may sell the Resale Shares through ordinary brokerage transactions,in underwritten offerings, directly to market makers of our securities or through any other means described inthe section entitled “Plan of Distribution” herein. In connection with any sales of Resale Shares offeredhereunder, the Selling Stockholders, any underwriters, agents, brokers or dealers participating in such sales,may be deemed to be “underwriters” within the meaning of the Securities Actof1933, as amended (the“Securities Act”), or the Securities ExchangeActof1934, as amended (the “ExchangeAct”). The shares of Common Stock being registered for resale were acquired at an effective price below the tradingprice of the shares of Common Stock as of the date of this prospectus. Accordingly, the Selling Stockholdersmay have an incentive to sell at effective prices lower than the trading price of the Common Stock as of the dateof this prospectus and may profit significantly even under circumstances in which our other stockholders wouldexperience losses in connection with their investment. For additional information, see “Risk Factors—RisksRelating to Ownership of Our Securities—The Selling Stockholders acquired or have the right to acquireCommon Stock at a price that is less than the market price of the Common Stock as of the date of thisprospectus, may earn a positive rate of return even if the price of the Common Stock declines and may bewilling to sell its Common Stock at a price less than stockholders that acquired Common Stock in the publicmarket.” Table of Contents The shares of Common Stock being offered for resale by the Selling Stockholders pursuant to this prospectusrepresent approximately 35.0% of our total issued and outstanding Common Stock as of January 28, 2026.Given the substantial number of Resale Shares being registered for potential resale by the Selling Stockholderspursuant to the registration statement of which this prospectus forms a part, the sale of such Resale Shares bythe Selling Stockholders, or the perception in the market that the