Rare Earths Americas Inc 2026年季度报告

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________Commission File Number: 001-43268 Rare Earths Americas, Inc. (Exact Name of Registrant as Specified in its Charter) Texas( State or other jurisdiction ofincorporation or organization)101 W. Main StreetManchester, GA(Address of principal executive offices) 39-4918133(I.R.S. EmployerIdentification No.) 31816(Zip Code) Registrant’s telephone number, including area code: (706) 846-5063 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒As of June 1, 2026, the registrant had 19,907,282 shares of common stock, $.0001 par value per share, outstanding. Table of Contents PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)2Condensed Consolidated Balance Sheets2Condensed Consolidated Statements of Operations3Condensed Consolidated Statements of Comprehensive Income (Loss)4Condensed Consolidated Statements of Changes In Members' Deficit and Stockholders' Equity5Condensed Consolidated Statements of Cash Flows6Notes to Unaudited Condensed Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3.Quantitative and Qualitative Disclosures About Market Risk24Item 4.Controls and Procedures24 PART II.OTHER INFORMATION Item 1.Legal ProceedingsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements concerning our business, operations and financialperformance, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Insomecases,you can identify forward-looking statements by terminology such as“aim,”“anticipate,”“assume,”“believe,”“contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,”“potential,” “predict,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicatefuture events and future trends, or the negative of these terms or other comparable terminology. In addition, statements that “webelieve” or similar statements reflect our beliefs and opinions on the relevant subject. These forward-looking statements include, butare not limited to, statements about: •our goals and strategies;•our planned exploration activities;•expectations regarding revenue, expenses and operations;•risks related to our operating strategy;•mineral exploration and exploration program cost estimates;•expectations regarding the potential mineralization, geological merit and economic feasibility of our projects;•competition for projects in our local markets;•unfavorable economic conditions and restrictive financing markets;•significant risk and hazards associated with mining operations;•our Brazilian operations being subject to additional political, economic and other uncertainties not generally associated withdomestic operations;•expectations regarding any environmental issues that may affect planned or future exploration programs and the potentialimpact o