Rare Earths Americas Inc美股招股说明书(2026-05-07版)

RARE EARTHS AMERICAS, INC. This is the initial public offering of shares of common stock of Rare Earths Americas, Inc. All of the shares of common stock are beingsold by us. Prior to this offering, there has been no public market for our common stock. The initial public offering price per share is $19.00. We havebeen approved to list our common stock on the NYSE American LLC (“NYSE American”) under the trading symbol “REA”. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, haveelected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page 11 to readabout factors you should consider before buying shares of our common stock. (1)We have agreed to pay the underwriters underwriting discounts and commissions equal to 7.0% of the aggregate gross proceeds in this offeringfrom the sale of securities in accordance with the terms of the Underwriting Agreement.(2)The proceeds to us before expenses presented in this table do not give effect to any exercise by the underwriters of the option we have grantedto the underwriters to purchase additional shares of our common stock from us as described below and do not include the reimbursement ofcertain expenses of the underwriters. See the section titled “Underwriting” beginning on page 148 for additional information regardingcompensation payable to the underwriters. To the extent that the underwriters sell more than 3,333,331 shares of common stock, the underwriters have the option to purchase up to anadditional 499,999 shares of common stock from us at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on May 7, 2026. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. CantorStifel Canaccord GenuityB. Riley Securities Prospectus dated May 5, 2026 TABLE OF CONTENTS PageProspectus Summary1The Offering6Summary Financial Data8Glossary of Mining and other Terms9Risk Factors11Special Note Regarding Forward-Looking Statements42Market and Industry Data44Use of Proceeds45Dividend Policy46Capitalization47Dilution49Management’s Discussion and Analysis of Financial Condition and Results of Operations51Business63Properties92Management124Executive Compensation131Certain Relationships and Related Party Transactions141Principal Stockholders143Description of Capital Stock145Shares Eligible for Future Sale150Material U.S. Federal Income Tax Consequences to Non-U.S. Holders152Underwriting156Legal Matters166Experts166Where You Can Find Additional Information166Index to Financial StatementsF-1 “REA,” “Rare Earths Americas,” the “Rare Earths Americas” logo, and other trademarks, trade names, or service marks of Rare EarthsAmericas, Inc. appearing in this prospectus are the property of Rare Earths Americas, Inc. All other trademarks, trade names, and servicemarks appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names inthis prospectus may be referred to without the®and ™ symbols, but such references should not be construed as any indicator that theirrespective owners will not assert their rights thereto. Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representationsother than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which wehave referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, anyother information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only undercircumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicablefree writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock.Our business, financial condition, and results of operations may have changed since that date. Until May 30, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether ornot participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver aprospectus when acting as an underwriter and with respect to an unsold allotment or subscription. For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering orpossession or distri