IMC Rare Earths Ltd美股招股说明书(2026-07-29版)

This Resale Prospectus relates to the resale of 6,100,000 ordinary shares, par value $0.0001 (the “ordinary shares”) held by our existingshareholder, St. James Place Limited (the “Resale Shareholder”). We will not receive any of the proceeds from the sale of ordinary shares by the ResaleShareholder. This Resale Prospectus relates to the resale, from time to time, of up to 6,100,000 ordinary shares by the Resale Shareholder. The ResaleShareholder may sell these ordinary shares only after the underwritten initial public offering of our ordinary shares (the “IPO”) has been completed andour ordinary shares have commenced trading on the NYSE American. We will not receive any proceeds from the sale of ordinary shares by the ResaleShareholder. We have applied to list our ordinary shares on the NYSE American (the “NYSE American”) under the symbol “IMC”. This offering will notproceed unless our ordinary shares are accepted for listing on the NYSE American. The resale offering will not commence until after the completion ofthe initial public offering and after our ordinary shares have begun trading on the NYSE American. The Resale Shareholder may resell the ordinaryshares covered by this Resale Prospectus only at prevailing market prices (or at prices related to prevailing market prices) once the ordinary shares aretrading on the NYSE American; the resale shares will not be offered at a fixed price, and the resale offering will not be conducted concurrently with theinitial public offering. The initial public offering price is $5.00 per ordinary share. The ordinary shares registered for resale as part of this Resale Prospectus, once registered, will constitute a considerable percentage of our publicfloat. The sales of a substantial number of registered shares could result in a significant decline in the public trading price of our ordinary shares andcould impair our ability to raise capital through the sale or issuance of additional ordinary shares. We are unable to predict the effect that such salesmay have on the prevailing market price of our ordinary shares. Despite any potential decline in the public trading price of our ordinary shares, theResale Shareholder may still experience a positive rate of return on its ordinary shares due to the lower price that it acquired the ordinary shares forcompared to other public investors, and may be incentivized to sell its ordinary shares when others are not. See “Risk Factors—Risks Related toInvesting in Our Ordinary Shares—Future sales of ordinary shares by existing shareholders, including sales pursuant to the Resale Prospectus, mayadversely affect the market price of our ordinary shares.” We are an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, have electedto comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Upon completion ofthe IPO, Francesco Scolaro, our Chief Executive Officer and Chair, and entities affiliated with Mr. Scolaro will control approximately 68% of thevoting power of our outstanding ordinary shares. As a result, we are considered a “controlled company” within the meaning of the corporategovernance standards of the NYSE American. Under these rules, we may elect not to comply with certain corporate governance requirementsapplicable to most companies listed on the NYSE American. In such case, you will not have the same protections afforded to shareholders ofcompanies that are subject to all of these corporate governance requirements. See “Management—Controlled Company Status” and “Risk Factors—Risks Related to Being a Public Company—We are currently a “controlled company” and, as a result, qualify for and could rely on exemptions fromcertain corporate governance requirements.” Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Resale Prospectus is July 28, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSviPROSPECTUS SUMMARY1THE OFFERING13SELECTED HISTORICAL FINANCIAL INFORMATION14RISK FACTORS15INDUSTRY OVERVIEW43CAPITALIZATION AND INDEBTEDNESS44USE OF PROCEEDS45SHARE ADJUSTMENT46DIVIDEND POLICY47MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS48BUSINESS53MANAGEMENT68DESCRIPTION OF SHARE CAPITAL72THE RESALE SHAREHOLDER88PRINCIPAL SHAREHOLDERS89RELATED PARTY TRANSACTIONS90ORDINARY SHARES ELIGIBLE FOR FUTURE SALE91TAXATION92PLAN OF DISTRIBUTION97LEGAL MATTERS98EXPERTS98ENFORCEMENT OF CIVIL LIABILITIES100WHERE YOU CAN FIND MORE INFORMATION101INDEX TO FINANCIAL STATEMENTSF-1i ABOUT THIS PROSPECTUS As used in this prospectus, unless the context otherwise requires or otherwise states, references