USA Rare Earth Inc美股招股说明书(2026-06-29版)

TRANSACTION PROPOSED-YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Texas Mineral Resources Corp.: On March4, 2026, Texas Mineral Resources Corp., a Delaware corporation (“TMRC”) entered into adefinitive Agreement and Plan of Merger (the “Merger Agreement”) by and among USA Rare Earth, Inc.(“USAR”), TMRC, Hamer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of USAR(“First Merger Sub”) and Hamer Merger Sub, LLC, a Delaware limited liability company and a wholly ownedsubsidiary of USAR (“Second Merger Sub” and together with First Merger Sub, the “Merger Subs”). TheMerger Agreement provides for the successive mergers of TMRC with each of the Merger Subs, as a result ofwhich TMRC’s business will be held by a wholly owned subsidiary of USAR, and each of the then outstandingshares of common stock, par value $0.01 per share, of TMRC (“TMRC Shares”) will generally be exchangedfor a portion of a share of common stock, par value $0.0001 per share, of USAR (a “USAR Share”), asdescribed below. The Merger Agreement contemplates the following transactions: •the merger of First Merger Sub with and into TMRC, with TMRC surviving the merger as a whollyowned subsidiary of USAR (the “First Merger”) at the effective time of the First Merger (the“Effective Time”);•subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, eachTMRC Share issued and outstanding immediately prior to the Effective Time (excluding any TMRCShares as to which dissenters’ rights have been properly exercised and TMRC Shares owned byUSAR, TMRC or any of their respective direct or indirect wholly owned subsidiaries) willautomatically be converted into the right to receive that portion of a validly issued, fully paid andnonassessable USAR Share equal to the quotient obtained by dividing (a)3,823,328 by (b)theaggregate number of TMRC Shares outstanding on a fully diluted basis at the Effective Time, withholders of TMRC Shares who are otherwise entitled to a fractional USAR Share receiving cash inlieu of that fractional share, without interest; and•promptly following the Effective Time, the merger of Second Merger Sub with and into thesurviving corporation in the First Merger, with Second Merger Sub surviving the second merger as awholly owned subsidiary of USAR (the “Second Merger” and together with the First Merger, the“Mergers” and collectively with the other transactions contemplated by the Merger Agreement, the“Transactions”). USAR’s common stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol“USAR.” On June 18, 2026, the closing price of USAR’s common stock was $24.64 per share. The parties expect to consummate the Mergers no later than the third calendar quarter of 2026, subject tothe satisfaction or waiver of the conditions precedent to such closing. The Mergers cannot be completed without approval of the proposal to adopt the Merger Agreementby the affirmative vote of holders of a majority of the outstanding TMRC Shares entitled to vote thereon.Because of this, TMRC is holding a special meeting of its stockholders on Tuesday, July 28, 2026 at 10:00 a.m.Eastern Time to vote on the proposal necessary to complete the Mergers. Information about the meeting, theMergers, the Merger Agreement, and the other business to be considered by stockholders at the special meetingis contained in this proxy statement/prospectus. The TMRC Board has fixed the close of business on June 2,2026 as the record date (the “Record Date”) for the determination of TMRC stockholders entitled to notice of,and to vote at, the special meeting. Any stockholder entitled to attend and vote at the special meeting is entitledto appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of TMRCShares. The attached proxy statement/prospectus, which serves as the proxy statement for the special meeting, andthe prospectus for the USAR Shares to be issued in the merger, includes detailed information about the specialmeeting and the Mergers, and a copy of the Merger Agreement. We urge you to read the accompanying proxystatement/prospectus (including the annexes hereto) and documents incorporated by reference carefully.Youshould also carefully consider the risks that are described in the “Risk Factors” section beginning on page28. Table of Contents The TMRC Board has determined that the Merger Agreement and the Transactions are fair to andin the best interests of the TMRC and the TMRC stockholders, approved and declared advisable theMerger Agreement and the Transactions and directed that the Merger Agreement be submitted to theTMRC stockholders for consideration at a meeting of those stockholders, and recommends that TMRCstockholders vote “FOR” the proposal to approve and adopt the Merger Agreement and the Transactionsand “FOR” the proposal to adjourn the special meeting, if necessary or appropriate. Your vote is very important regardless of the number of TMRC Share