IMC Rare Earths Ltd美股招股说明书(2026-09-01版)

This Resale Prospectus relates to the resale of 10,110,000 ordinary shares, par value $0.0001 (the “ordinary shares”) underlying warrants held by AmericasRare Earths Holdings Ltd. (the “Resale Shareholder” or “Americas Holdings”). We will not receive any of the proceeds from the sale of ordinary shares by theResale Shareholder. Americas Holdings is the parent company of our offtake partner, Mineradora Havilah Importação e Exportação Ltda. (“Havilah”), and is wholly-owned byFrancesco Scolaro, our Chief Executive Officer and Chair. The ordinary shares offered by this Resale Prospectus are issuable upon exercise of warrants that we granted to Americas Holdings in connection with theofftake relationship (the “Offtake Warrants”) and represent a portion of the ordinary shares issuable upon exercise of the Offtake Warrants in full. Any shares sold by the Resale Shareholder covered by this prospectus will be sold upon expiration or waiver of the applicable lockup, and begin at prevailingmarket prices or in privately negotiated prices. The distribution of securities offered hereby may be effected in one or more transactions that may take place inordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals, and pursuant to aRule 10b5-1 Plan. The Resale Shareholder will sell its shares at prevailing market prices or in privately negotiated prices. Usual and customary or specificallynegotiated brokerage fees or commissions may be paid by the Resale Shareholder. Our ordinary shares are listed on the NYSE American (the “NYSE American”) under the symbol “IMC”. On August 31, 2026, the last reported sale price ofour ordinary shares on the NYSE American was $9.79 per ordinary share. The ordinary shares registered for resale as part of this Resale Prospectus, once registered, will constitute a considerable percentage of our public float. Thesales of a substantial number of registered shares could result in a significant decline in the public trading price of our ordinary shares and could impair our abilityto raise capital through the sale or issuance of additional ordinary shares. We are unable to predict the effect that such sales may have on the prevailing market priceof our ordinary shares. Despite any potential decline in the public trading price of our ordinary shares, the Resale Shareholder may still experience a positive rate ofreturn on its ordinary shares due to the lower price that it acquired the ordinary shares for compared to other public investors, and may be incentivized to sell itsordinary shares when others are not. See “Risk Factors—Risks Related to Investing in Our Ordinary Shares—Future sales of ordinary shares by existingshareholders, including sales pursuant to the Resale Prospectus, may adversely 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 elected to complywith certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. Francesco Scolaro, our Chief ExecutiveOfficer and Chair, and entities affiliated with Mr. Scolaro control approximately 68% of the voting power of our outstanding ordinary shares. As a result, we areconsidered a “controlled company” within the meaning of the corporate governance standards of the NYSE American. Under these rules, we may elect not tocomply with certain corporate governance requirements applicable to most companies listed on the NYSE American. In such case, you will not have the sameprotections afforded to shareholders of companies that are subject to all of these corporate governance requirements. See “Management—Controlled CompanyStatus” 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 onexemptions from certain corporate governance requirements.” Investing in our ordinary shares involves risks. See the “Risk Factors” section of this prospectus. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Resale Prospectus is September 1, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSviPROSPECTUS SUMMARY1THE OFFERING13SELECTED HISTORICAL FINANCIAL INFORMATION14RISK FACTORS15INDUSTRY OVERVIEW42CAPITALIZATION AND INDEBTEDNESS43USE OF PROCEEDS44SHARE ADJUSTMENT45DIVIDEND POLICY46MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS47BUSINESS52MANAGEMENT67DESCRIPTION OF SHARE CAPITAL71THE RESALE SHAREHOLDER87PRINCIPAL SHAREHOLDERS88RELATED PARTY TRANSACTIONS89ORDINARY SHARES ELIGIBLE FOR FUTURE