《SMX Public Ltd Co（SMX）美股招股說明書 F-1（首版）（英文版）（209頁）.pdf》由會員分享，可在線閱讀，更多相關《SMX Public Ltd Co（SMX）美股招股說明書 F-1（首版）（英文版）（209頁）.pdf（209頁珍藏版）》請在三個皮匠報告上搜索。

1、2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm1/209As filed with the U.S.Securities and Exchange Commission on May 19,2025Registration No.333-UNITED STATESSECURITIES AND EXCHANGE

2、 COMMISSIONWashington,D.C.20549_FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_USA RARE EARTH,INC.(Exact name of registrant as specified in its charter)_Delaware 3490 98-1720278(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification CodeNum

3、ber)(I.R.S.EmployerIdentification Number)100 W Airport Road,Stillwater,OK74075(813)867-6155(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_David KronenfeldChief Legal Officer100 W Airport Road,Stillwater,OK74075(813)867-6155(Name,addres

4、s,including zip code,and telephone number,including areacode,of agent for service)_Copies to:Joel RubinsteinWhite&Case LLP1221 Avenue of the AmericasNewYork,NewYork 10020Tel:(212)819-8200_Approximate date of commencement of proposed sale to the public:From time to time after this registrationstateme

5、nt becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Actof1933 check the following box:If this Form is filed to register additional securities for an offering pursuant to Rule462(b)under

6、 theSecurities Act,please check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering:If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check thefollowing box and

7、list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering:If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check thefollowing box and list the Securities Act registration statement number

8、of the earlier effective registrationstatement for the same offering:Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“largeaccelerated filer,”“accel

9、erated filer,”“smaller reporting company,”and“emerging growth company”inRule12b-2 of the ExchangeAct:Large accelerated filer Accelerated filer Non-accelerated filer Smaller reportingcompany Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not

10、 to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act:_Rule429 StatementPursuant to Rule429 under the Securities Act,the prospectus contained in this Registration Statement onForm S-1(refe

11、rred to herein as the Registration Statement)will be used as a combined prospectus inconnection with this Registration Statement and the registrants Registration Statement on Form S-4(FileNo.333-283181),that was originally declared effective by the Securities and Exchange Commission onFebruary 14,20

12、25(as amended,the“Prior Registration Statement”).Accordingly,this RegistrationStatement also constitutes Post-Effective Amendment No.3 on Form S-4 to the Prior RegistrationStatement.SuchPost-EffectiveAmendment will become effective concurrently with the effectiveness of thisRegistration Statement in

13、 accordance with Section8(c)of the Securities Act._The registrant hereby amends this registration statement on such date or dates as may be necessary to delayits effective date until the registrant shall file a further amendment which specifically states that thisregistration statement shall thereaf

14、ter become effective in accordance with Section8(a)of the SecuritiesAct or until this registration statement shall become effective on such date as the SEC,acting pursuant tosaid Section8(a),may determine.2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/ww

15、w.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm2/209Table of ContentsThe information in this preliminary prospectus is not complete and may bechanged.These securities may not be sold until the registration statementfiled with the U.S.Securities and Exchange Commission is ef

16、fective.Thepreliminary prospectus is not an offer to sell these securities and doesnot constitute the solicitation of offers to buy these securities in anyjurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION,DATED MAY 19,2025USA RARE EARTH,INC.Primary Offering of152,291,389 SH

17、ARES OF COMMON STOCKSecondary Offering of181,359,751 SHARES OF COMMON STOCK6,000,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCKThis prospectus relates to the offer and sale by USA Rare Earth,Inc.,a Delawarecorporation(“us,”“we,”“New USARE,”or the“Company”)of(i)up to12,500,000 shares of common stock

18、,par value$0.0001 per share,of the Company(the“Common Stock”)that are issuable by us upon the exercise of 12,500,000warrants ofthe Company,each initially exercisable at$11.50 per share,issued as a part ofunits sold by Inflection Point Acquisition Corp.II(“Inflection Point”)in itsinitial public offer

19、ing(“Public Warrants”)at a price of$10.00 per unit,with eachunit consisting of one Class A ordinary share,par value$0.0001 per share,ofInflection Point and one-half of one warrant to purchase one ClassA ordinary share,(ii)up to 6,000,000 shares of Common Stock that are issuable by us upon theexercis

20、e of 6,000,000 warrants,each initially exercisable at$11.50 per share,originally issued in a private placement(“Private Placement Warrants”and,togetherwith the Public Warrants,the“Warrants”)at a price of$1.00 per Private PlacementWarrant to Inflection Point Holdings II LLC(the“Sponsor”)concurrently

21、withInflection Points initial public offering,(iii)up to 53,941,176 shares of CommonStock that are issuable by us upon the exercise of certain common stock purchasewarrants,currently exercisable for an aggregate of 7,705,894 shares of Common Stockat$7.00 per share,each subject to adjustment(the“Pref

22、erred Investor Warrants”),and assuming solely for this purpose,that the exercise price of such PreferredInvestor Warrants is$1.00 per share and the number of shares underlying suchPreferred Investor Warrants is 53,941,176,which amount represent a good-faith estimate of the maximum number of shares o

23、f Common Stock that may becomeissuable upon exercise of such Preferred Investor Warrants,(iv)up to 10,000,000shares of Common Stock that are issuable by us to certain former members(the“Eligible Stockholders”)of USA Rare Earth,LLC,a Delaware limited liabilitycompany and wholly owned subsidiary of th

24、e Company(“USARE OpCo”)upon theoccurrence of specified events pursuant to the Business Combination Agreement(asdefined below),for no additional consideration(such shares,“Earnout Shares”)and(v)up to 69,850,213 shares of Common Stock issuable upon the conversion of 4,103,472shares of 12%Series A Cumu

25、lative Convertible Preferred Stock,par value$0.0001 pershare,of the Company(“Series A Preferred Stock”)with a current conversion priceof$7.00,taking into account for this purpose,payment-in-kind dividends throughMarch 12,2028 and assuming solely for this purpose that the conversion price of suchSeri

26、es A Preferred Stock is$1.00.This prospectus also relates to the offer and resale from time to time by the sellingsecurityholders(including their transferees,donees,pledgees and other successors-in-interest)named in this prospectus(the“Selling Securityholders”)of up to:(i)171,226,902 shares of Commo

27、n Stock held by or issuable to certain holdersentitled to resale registration rights pursuant to the Amended and RestatedRegistration Rights Agreement,dated as of March 13,2025(the“Registration Rights Agreement”)or other agreements,including:(a)29,338,066 shares of Common Stock held by certain Selli

28、ngSecurityholders who are former members of USARE OpCo received inexchange for common units(or securities exercisable or convertible intocommon units)of USARE OpCo as consideration in the Merger(as definedbelow)pursuant to the Business Combination Agreement(as definedbelow);(b)6,250,000 shares of Co

29、mmon Stock held by the Sponsor received uponconversion of 6,250,000 Class B ordinary shares of Inflection Pointwhich were initially acquired for an aggregate of$25,000 orapproximately$0.004 per share,as a result of the Domestication(asdefined below);(c)up to 62,459,255 shares of Common Stock issuabl

30、e to certain SellingSecurityholders upon conversion of 3,669,278 shares of Series APreferred Stock which were issued in exchange for USARE Class AConvertible Preferred Units of USARE OpCo as consideration in the Mergerpursuant to the Business Combination Agreement,taking into account forthis purpose

31、,payment-in-kind dividends through March 12,2028 andassuming,solely for this purpose a conversion price of such Series APreferred Stock$1.00,which amount represent a good-faith estimate ofthe maximum number of shares of Common Stock that may become issuableupon conversion of such shares Series A Pre

32、ferred Stock;2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm3/209Table of Contents(d)up to 46,808,820 shares of Common Stock issuable to certain SellingSecurityholders upon exerci

33、se of Preferred Investor Warrants which wereissued in exchange for USARE ClassA Preferred Investor Warrants(asdefined below)of USARE OpCo as consideration in the Merger pursuant tothe Business Combination Agreement,assuming solely for this purpose,that the exercise price of such Preferred Investor W

34、arrants is$1.00 pershare and the number of shares underlying such Preferred InvestorWarrants is 46,808,820,which amount represents a good-faithestimateof the maximum number of shares of Common Stock that may become issuableupon exercise of such Preferred Investor Warrants;(e)up to 15,581,493 shares

35、of Common Stock issuable to certain SellingSecurityholders upon(I)conversion of 784,314 shares of Series APreferred Stock purchased by the PIPE Investors(as defined below)and(II)conversion of 131,048 shares of Series A Preferred Stock issued toMichaelBlitzer at Closing in exchange for forgiveness of

36、 50%of theConvertible Promissory Note(as defined below),taking into account forthis purpose,payment-in-kind dividends through March 12,2028 andassuming,solely for this purpose a conversion price such Series APreferred Stock of$1.00,which amount represents a good faith estimateof the maximum number o

37、f shares of Common Stock that may become issuableupon conversion of such Series A Preferred Stock;(f)up to 9,411,768 shares of Common Stock issuable to certain SellingSecurityholders exercise of certain Preferred Investor Warrants,assuming solely for this purpose,that the exercise price of suchPrefe

38、rred Investor Warrants is$1.00 per share and the number of sharesunderlying such Preferred Investor Warrants is 9,411,768,which amountrepresents a good-faith estimate of the maximum number of shares ofCommon Stock that may become issuable upon exercise of such PreferredInvestor Warrants;(g)877,500 s

39、hares of Common Stock issued to J.V.B.Financial Group(“CCM”)pursuant to USARE OpCos engagement letter with Cohen&Company Capital Markets a division of J.V.B.Financial Group,LLC thatcertain letter agreement,dated as of March13,2025(such engagementletter and letter agreement,collectively,the“CCM Arran

40、gements”),byand between USARE OpCo and CCM;(h)500,000 shares of Common Stock held by certain Selling Stockholdersthat were purchased in the open market prior to the Closing of theBusiness Combination;(ii)up to 4,132,849 Earnout Shares issuable to certain Selling Securityholders,including(a)4,032,849

41、 Earnout Shares issuable to former members of USAREOpCo and(b)100,000 Earnout Shares issuable to CCM,upon the occurrence ofspecified events pursuant to the Business Combination Agreement,for noadditional consideration;(iii)6,000,000 Private Placement Warrants held by the Sponsor originally issuedin

42、a private placement at a price of$1.00 per Private Placement Warrant;and(iv)6,000,000 shares of Common Stock issuable upon exercise of PrivatePlacement Warrants held by the Sponsor,at an exercise price of$11.50 pershare,subject to adjustment(such securities described in clauses(i)through(iv)collecti

43、vely,the“Resale Securities”).We are registering the offer and sale and/or resale of these securities to satisfycertain registration obligations we have and certain registration rights we havegranted.The Selling Securityholders may offer all or part of the Resale Securitiesfor resale from time to tim

44、e through public or private transactions,at eitherprevailing market prices or at privately negotiated prices.The Resale Securities arebeing registered to permit the Selling Securityholders to sell Resale Securities fromtime to time,in amounts,at prices and on terms determined at the time of offering

45、.The Selling Securityholders may sell the Resale Securities through ordinary brokeragetransactions,in underwritten offerings,directly to market makers of our securitiesor through any other means described in the section entitled“Plan of Distribution”herein.In connection with any sales of Resale Secu

46、rities offered hereunder,theSelling Securityholders,any underwriters,agents,brokers or dealers participatingin such sales may be deemed to be“underwriters”within the meaning of theSecurities Act,or the ExchangeAct.We are registering the Resale Securities forresale by the Selling Securityholders,or t

47、heir donees,pledgees,transferees,distributees or other successors-in-interest selling our Common Stock or PrivatePlacement Warrants or interests in our Common Stock or Private Placement Warrantsreceived after the date of this prospectus from the Selling Securityholders as agift,pledge,partnership di

48、stribution or other transfer.2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm4/209Table of ContentsCertain Resale Securities held by the Selling Securityholders party to theRegistr

49、ation Rights Agreement are subject to lock-up restrictions that prohibit themfrom selling such securities at this time,subject to certain exceptions.See thesection of this prospectus entitled“Description of Securities.”Some of the shares of Common Stock being registered for resale were acquired by t

50、heSelling Securityholders for prices considerably below the current market price of theshares of Common Stock.Even though the current market price($8.89 closing price onMay 14,2025)is below the$10.00 per unit price offered in Inflection Pointsinitial public offering,certain Selling Securityholders m

51、ay have an incentive tosell because they have purchased their Common Stock or Private Placement Warrants ateffective prices significantly lower than our public investors or the current tradingprice of the Common Stock or Public Warrants and may profit significantly so evenunder circumstances in whic

52、h our public securityholders or certain other SellingSecurityholders would experience losses in connection with their investment.Foradditional information,see“Risk FactorsRisks Relating to Ownership of OurSecuritiesCertain of the Selling Securityholders acquired their Common Stock ata price that is

53、less than the market price of the Common Stock as of the date of thisprospectus,may earn a positive rate of return even if the price of the Common Stockdeclines and may be willing to sell their Common Stock at a price less thanstockholders that acquired Common Stock in the public market.”The shares

54、of Common Stock being offered for resale by the Selling Securityholderspursuant to this prospectus represent approximately 68.7%of our total issued andoutstanding Common Stock on a fully diluted basis(assuming and after giving effectto the issuance of 18,500,000 shares of Common Stock upon exercise

55、of all outstandingWarrants,10,100,000 Earnout Shares issuable upon the occurrence of all TriggeringEvents(as defined below),81,022,346 shares of Common Stock issuable upon conversionof the outstanding shares of SeriesA Preferred Stock taking into account for thispurpose,accrued payment-in-kind divid

56、ends through March 12,2028,and solely forthis purpose a conversion price of such Series A Preferred Stock of$1.00,and63,352,944 shares of Common Stock issuable upon the exercise of all outstandingPreferred Investor Warrants,and that the exercise price of such Preferred InvestorWarrants is$1.00 per s

57、hare)and the Warrants being offered for resale pursuant tothis prospectus represent approximately 32.4%of our current total outstandingWarrants.Upon expiration of the contractual lock-up restrictions mentioned above anddescribed in the section entitled“Certain Relationships and Related PersonsTransa

58、ctions,”the Selling Securityholders,including Michael Blitzer,our Chairman,and entities controlled by Michael Blitzer(Inflection Point Fund I,LP andInflection Point Holdings II LLC)(who would hold approximately 25.5%of our totalissued and outstanding Common Stock on a fully diluted basis calculated

59、in the mannerset forth in the preceding sentence),entities controlled by Newtyn Management,LLC(Newtyn Partners,LP and Newtyn TE Partners,LP)(who would hold approximately 16.0%of our total issued and outstanding Common Stock on a fully-diluted basis calculatedin the manner set forth in the preceding

60、sentence),Tready Smith,one of ourdirectors,and entities controlled by Tready Smith(Bayshore Rare Earths II,LLC,Bayshore Rare Earths,LLC,Bayshore Capital Holdings Group,LLC and M.Tready A.Smith Revocable Trust)(who would hold approximately 6.7%of our total issued andoutstanding Common Stock on a full

61、y diluted basis calculated in the manner set forthin the preceding sentence),and an affiliate of Mordechai Gutnick,one of ourdirectors,The Critical Minerals Trust(who would hold approximately 5.9%of ourtotal issued and outstanding Common Stock on a fully diluted basis calculated in themanner set for

62、th in the preceding sentence)and,will be able to sell all of theirResale Securities registered for resale hereunder for so long as this registrationstatement of which this prospectus forms a part is available for use.Given thesubstantial number of Resale Securities being registered for potential res

63、ale by theSelling Securityholders pursuant to the registration statement of which thisprospectus forms a part,the sale of such Resale Securities by the SellingSecurityholders,or the perception in the market that the Selling Securityholders mayor intend to sell all or a significant portion of such Re

64、sale Securities,couldincrease the volatility of the market price of our Common Stock or Public Warrants orresult in a significant decline in the public trading price of our Common Stock orPublic Warrants.The Selling Securityholders acquired,or have the option to acquire,the Common Stock covered by t

65、his prospectus at prices ranging from less than$0.01per share to$7.00 per share.By comparison,the offering price to publicstockholders in Inflection Points IPO was$10.00 per unit,each of which consistedof one Class A Ordinary Share and one-half of one redeemable public warrant ofInflection Point.Con

66、sequently,certain Selling Securityholders may realize apositive rate of return on the sale of their Resale Securities covered by thisprospectus even though the market price of Common Stock is currently$8.89(based onthe closing price on May 14,2025)which is below the$10.00 per unit price offeredin th

67、e Inflection Point IPO and public stockholders and/or warrantholders mayexperience a negative rate of return on their investment.2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm5/2

68、09Table of ContentsWe will not receive any proceeds from the sale of the Resale Securities by theSelling Securityholders.We will receive the proceeds upon exercise of Warrants andthe Preferred Investor Warrants to the extent such Warrants or Preferred InvestorWarrants are exercised for cash.Assuming

69、 the exercise of all outstanding Warrantsfor cash,we would receive aggregate proceeds of approximately$212.8 million.However,we will only receive such proceeds if all Warrant holders fully exercisetheir Warrants for cash.The exercise price of the Warrants is$11.50 per share.Assuming the exercise of

70、all outstanding Preferred Investor Warrants for cash,wewould receive aggregate proceeds of approximately$63.4 million.However,we willonly receive such proceeds if all Preferred Investor Warrant holders fully exercisetheir Preferred Investor Warrants for cash.The current exercise price of thePreferre

71、d Investor Warrants is$7.00 per share.We believe that the likelihood thatholders determine to exercise their Warrants or Preferred Investor Warrants,andtherefore the amount of cash proceeds that we would receive,is dependent upon themarket price of our Common Stock.If the market price for our Common

72、 Stock is lessthan the exercise price of the Warrants or Preferred Investor Warrants(on a pershare basis),we believe that holders will be very unlikely to exercise any of theirWarrants or Preferred Investor Warrants,and accordingly,we will not receive anysuch proceeds.There is no assurance that the

73、Warrants or Preferred Investor Warrantswill be or will remain“in the money”prior to their expiration or that the holderswill exercise their Warrants or Preferred Investors Warrants.Holders of Warrants andPreferred Investor Warrants have the option to exercise their respective warrants ona cashless b

74、asis in accordance with the terms of the Warrant Agreement and thePreferred Investor Warrants(as applicable).To the extent that any warrants areexercised on a cashless basis,the amount of cash we would receive from the exerciseof such warrants will decrease.We will bear all costs,expenses,and fees i

75、n connection with the registration of theshares of Common Stock and Private Placement Warrants.The Selling Securityholderswill bear all commissions and discounts,if any,attributable to their respectivesales of the shares of Common Stock and Private Placement Warrants.Our shares of Common Stock and P

76、ublic Warrants are listed on the Nasdaq Stock MarketLLC(“Nasdaq”)under the symbols“USAR”and“USARW,”respectively.On May 14,2025,the closing price of our Common Stock was$8.89 per share and the closing pricefor our Public Warrants was$1.535 per warrant.We are an“emerging growth company”and a“smaller r

77、eporting company”under thefederal securities laws and will be subject to reduced disclosure and publicreporting requirements.See“SummaryImplications of Being an Emerging GrowthCompany and a Smaller Reporting Company.”Investing in shares of our securities involves risks that are described inthe“Risk

78、Factors”section beginning on page 11 of this prospectus.Neither the U.S.Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of the securities to be issued under thisprospectus or determined if this prospectus is truthful or complete.Anyrepresentation to

79、the contrary is a criminal offense.The date of this prospectus is,2025.2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm6/209Table of ContentsTABLE OF CONTENTS PageABOUT THIS PROSPE

80、CTUS iiFREQUENTLY USED TERMS AND BASIS OF PRESENTATION iiiMARKET AND INDUSTRY DATA viiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ixSUMMARY 1RISK FACTORS 11USE OF PROCEEDS 37DIVIDEND POLICY 39MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 40BUSINES

81、S 50MANAGEMENT 65EXECUTIVE AND DIRECTOR COMPENSATION 71BENEFICIAL OWNERSHIP OF SECURITIES 80SELLING SECURITYHOLDERS 83CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 87DESCRIPTION OF CAPITAL STOCK 91SHARES ELIGIBLE FOR FUTURE SALE 100MATERIAL U.S.FEDERAL INCOME TAX CONSEQUENCES FOR HOLDERS OF

82、CLASS ACOMMON STOCK AND WARRANTS 104PLAN OF DISTRIBUTION 112LEGAL MATTERS 115EXPERTS 115WHERE YOU CAN FIND MORE INFORMATION 115INDEX TO FINANCIAL STATEMENTS F-1You should rely only on the information contained in this prospectus or any amendmentor supplement to this prospectus.This prospectus is an

83、offer to sell only thesecurities offered hereby,but only under the circumstances and in jurisdictionswhere it is lawful to do so.Neither we nor the Selling Securityholders haveauthorized anyone to provide you with information different from that contained inthis prospectus or any amendment or supple

84、ment to this prospectus.Neither we nor theSelling Securityholders take any responsibility for,or can provide any assurance asto the reliability of,any information other than the information in this prospectusor any amendment or supplement to this prospectus.The information in this prospectusor any a

85、mendment or supplement to this prospectus is accurate only as of its date,regardless of the time of delivery of this prospectus or any amendment or supplementto this prospectus,as applicable,or any sale of the securities offered by thisprospectus.Our business,financial condition,results of operation

86、s,and prospectsmay have changed since that date.For Investors Outside the United States:We and the Selling Securityholdersare offering to sell,and seeking offers to buy,the securities offered by thisprospectus only in jurisdictions where offers and sales are permitted.Neither we northe Selling Secur

87、ityholders have done anything that would permit this offering or thepossession or distribution of this prospectus in any jurisdiction where action forthat purpose is required,other than in the United States.Persons outside theUnited States who come into possession of this prospectus must inform them

88、selvesabout,and observe any restrictions relating to,the offering of the securitiesoffered by this prospectus and the distribution of this prospectus outside theUnitedStates.i2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/

89、1970622/000121390025045537/ea0237790-01.htm7/209Table of ContentsABOUT THIS PROSPECTUSThis prospectus is part of a registration statement on FormS-1 that we filed withthe SEC using the“shelf”registration process.Under the shelf registrationprocess,the Selling Securityholders may,from time to time,se

90、ll the securitiesoffered by them described in this prospectus through any means described in thesection titled“Plan of Distribution.”More specific terms of any securities thatthe Selling Securityholders and their permitted transferees offer and sell may beprovided in a prospectus supplement that des

91、cribes,among other things,the specificamounts and prices of the securities being offered and the terms of the offering.This prospectus also relates to the issuance by us of shares of Common Stock fromtime to time upon the occurrence of the events described in this prospectus.We may also provide a pr

92、ospectus supplement or post-effective amendment to theregistration statement of which this prospectus forms a part to add information to,or update or change information contained in,this prospectus.Any statementcontained in this prospectus will be deemed to be modified or superseded for purposesof t

93、his prospectus to the extent that a statement contained in such prospectussupplement or post-effective amendment modifies or supersedes such statement.Anystatement so modified will be deemed to constitute a part of this prospectus only asso modified,and any statement so superseded will be deemed not

94、 to constitute a partof this prospectus.You should read both this prospectus and any applicableprospectus supplement or post-effective amendment to the registration statement ofwhich this prospectus forms a part together with the additional information to whichwe refer you in the sections of this pr

95、ospectus titled“Where You Can Find MoreInformation.”This prospectus contains summaries of certain provisions contained in some of thedocuments described herein,but reference is made to the actual documents forcomplete information.All of the summaries are qualified in their entirety by theactual docu

96、ments.Copies of some of the documents referred to herein have been filed,will be filed,or will be incorporated by reference as exhibits to the registrationstatement of which this prospectus forms a part,and you may obtain copies of thosedocuments as described under“Where You Can Find More Informatio

97、n.”ii2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm8/209Table of ContentsFREQUENTLY USED TERMS AND BASIS OF PRESENTATIONUnless otherwise noted or the context otherwise requires,r

98、eferences to the“Company,”“USARE,”“USA Rare Earth,Inc.,”“we,”“us,”or“our”refer tothe business of USARE OpCo and its subsidiaries prior to the Closing and to thebusiness of New USARE and its subsidiaries,including USARE OpCo,following theClosing.In this document:“Aggregate Base Consideration”means 72

99、,747,711 shares of Common Stock.“Aggregate Earn-out Consideration”means subject to the vesting conditions describedin this prospectus,up to 10,000,000 shares of Common Stock.“ASC”means the Financial Accounting Standard Boards Accounting StandardsCodification.“A&R Operating Agreement”means the sevent

100、h amended and restated limited liabilitycompany agreement of USARE OpCo adopted in connection with the Business Combination.“Board”means the board of directors of the Company.“Business Combination”means,collectively,the Merger,the Domestication and theother transactions contemplated by the Business

101、Combination Agreement.“Business Combination Agreement”means the Business Combination Agreement,dated asof August21,2024,as amended by the First Amendment to the Business CombinationAgreement,dated November 12,2024 and the Second Amendment to the BusinessCombination Agreement,dated January30,2025,by

102、and among Inflection Point,MergerSub and USARE OpCo.“Bylaws”mean the bylaws of the Company in effect as of the date of this prospectus.“Cayman Constitutional Documents”means Inflection Points Amended and RestatedMemorandum and Articles of Association,as amended.“CCM”means Cohen&Company Capital Marke

103、ts division,a Division of J.V.B.Financial Group,LLC.“Certificate of Incorporation”means the certificate of incorporation of the Companyin effect as of the date of this prospectus.“Change of Control”means a transaction or series of transactions the result ofwhich is(a)the acquisition by any Person or

104、“group”(as defined under theExchangeAct)of Persons of direct or indirect beneficial ownership of securitiesrepresenting 50%or more of the combined voting power of the then outstandingsecurities of New USARE,(b)a merger,consolidation,reorganization or otherbusiness combination,however effected,result

105、ing in any Person or“group”(asdefined in the ExchangeAct)acquiring at least 50%of the combined voting power ofthe then outstanding securities of New USARE or the surviving Person outstandingimmediately after such combination;or(c)a sale of all or substantially all of theassets of New USARE.“Class A

106、Ordinary Shares”means the Class A ordinary shares of Inflection Point,parvalue$0.0001 per share,prior to the Domestication.“Class B Ordinary Shares”means the Class B ordinary shares of Inflection Point,parvalue$0.0001 per share,prior to the Domestication.“Closing”means the closing of the Business Co

107、mbination.“Closing Date”means March 13,2025,the date the Closing occured.“Code”means the U.S.Internal Revenue Code of 1986,as amended.“Common Stock”means the common stock of the Company,par value$0.0001 per share.“Companies Act”means the Companies Act(as revised)of the Cayman Islands.“Continental”me

108、ans Continental Stock Transfer&Trust Company.iii2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm9/209Table of Contents“Convertible Promissory Note”means the convertible promissory

109、note issued toMichael Blitzer,Inflection Points Chairman and Chief Executive Officer,pursuantto which Inflection Point was permitted to borrow up to$2,500,000 from Mr.Blitzer,for ongoing expenses reasonably related to the business of the Company and theconsummation of the Business Combination or any

110、 other initial business combination.“DGCL”means the Delaware General Corporation Law,as amended.“Domestication”means the continuation of the Company by way of domestication into aDelaware corporation under the applicable provisions of the Companies Act and theDGCL.“Earn-outExchange Ratio”means the 0

111、.028091206.“Earnout Period”means the five-yearperiod beginning on the first anniversary ofthe Closing Date.“Earnout Shares”means the up to 10,100,000shares of Common Stock that may beissued to the Eligible Stockholders and CCM.“Effective Time”means the effective time of the Merger.“Eligible Stockhol

112、ders”means the former holders of USARE Class A Units,USARE ClassB Units,USARE Convertible Units,USARE Incentive Units or USARE Warrants as ofimmediately prior to the Effective Time and each of their respective successors andassigns.“Equity Incentive Plan”means the USA Rare Earth,Inc.2024 Omnibus Inc

113、entive Plan.“ExchangeAct”means the Securities ExchangeActof1934,as amended.“Exchange Ratio”means 0.2043578.“Founder Shares”means an aggregate of 6,250,000 Inflection Point Ordinary Shares,initially issued to the Sponsor as 6,250,000 Inflection Point Class B OrdinaryShares,and the Inflection Point Cl

114、ass A Ordinary Shares issued upon conversionthereof.“GAAP”means U.S.generally accepted accounting principles.“Inflection Point”means Inflection Point Acquisition Corp.II(which prior to theDomestication was an exempted company incorporated under the laws of the CaymanIslands.“Inflection Point Board”m

115、eans the board of directors of Inflection Point.“Inflection Point Fund”means Inflection Point FundI,LP,an accredited investorthat is an affiliate of Inflection Point,Mr.Blitzer and the Sponsor,and was anaffiliate of Inflection Point.“IPO”means Inflection Points initial public offering of the Inflect

116、ion PointUnits,Public Shares and Public Warrants pursuant to a registration statement onFormS-1declared effective by the SEC on May24,2023(SEC File No.333-271128).On May30,2023,Inflection Point completed the sale of 25,000,000 Inflection PointUnits,including the issuance of 3,000,000 Inflection Poin

117、t Unitsas a result of theunderwriters exercise of their over-allotment option,in its initial publicoffering.“Item1300”means Item1300 of RegulationS-K.“JOBS Act”means the Jumpstart our Business Startups Actof2012.“Letter Agreement”means the letter agreement,dated May24,2023,by and amongInflection Poi

118、nt,its directors and officers and the Sponsor containing provisionsrelating to transfer restrictions of the Founder Shares and Private PlacementWarrants,indemnification of the Trust Account,voting obligations,waiver ofredemption rights and participation in liquidation distributions from the TrustAcc

119、ount.“May 2025 PIPE”means the financing closed on May 2,2025,pursuant to which theCompany issued(i)8,550,400 shares of Common Stock,(ii)the May 2025 Pre-FundedPIPE Warrant and(iii)the May 2025 PIPE Warrant,for aggregate gross proceeds of$75,000,000.“May 2025 PIPE Warrant”means the warrant to purchas

120、e up to 10,714,286 shares ofCommon Stock,at an initial exercise price of$7.00 per share,subject to adjustment,issued in the May 2025 PIPE.iv2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea023779

121、0-01.htm10/209Table of Contents“May 2025 Pre-Funded PIPE Warrant”means the pre-funded warrant to purchase up to2,163,886 shares of Common Stock,issued in the May 2025 PIPE.“Merger”means,at Closing,the process whereby Merger Sub merged with and intoUSARE OpCo,with USARE OpCo being the surviving compa

122、ny of the Merger,pursuant tothe Business Combination Agreement and the Certificate of Merger.“Merger Sub”means,prior to Closing,IPXX Merger Sub,LLC,a Delaware limitedliability company and a direct wholly owned subsidiary of Inflection Point.“Nasdaq”means the Nasdaq Stock Market LLC.“Ordinary Shares”

123、means,collectively,the Inflection Point Class A Ordinary Sharesand the Inflection Point Class B Ordinary Shares,prior to the Domestication.“PCAOB”means the Public Company Accounting Oversight Board(UnitedStates).“Person”means any individual,firm,corporation,partnership,limited liabilitycompany,incor

124、porated or unincorporated association,joint venture,joint stockcompany,governmental authority or instrumentality or other entity of any kind.“Preferred Investor Warrant”means a warrant to purchase a number of shares ofCommon Stock at an initial exercise price of$12.00,with a current exercise price o

125、f$7.00,subject to adjustment.“Preferred Stock”means the preferred stock of the Company,par value$0.0001 pershare.“Private Placement Warrants”means the 6,000,000warrants to purchase shares ofCommon Stock at$11.50 per share,issued in exchange for the 6,000,000 warrants topurchase ClassA Ordinary Share

126、s at$11.50 per share,purchased by the Sponsor foran aggregate purchase price of$6,000,000,or$1.00 per warrant in a privateplacement that closed simultaneously with the IPO.“Projects”means,collectively,the Stillwater Facility and the Round Top Project.“Public Shareholders”means,prior to the Redemptio

127、n,the holders of Public Shares.“Public Shares”means,prior to the Redemption,the ClassA Ordinary Shares sold inthe IPO(whether they were purchased in the IPO as part of the unitsor thereafterin the open market).“Public Warrants”means the warrants to purchase shares of Common Stock at$11.50per share,i

128、ssued in exchange for the warrants to purchase Class A Ordinary Shares at$11.50 per share,included in the Inflection Point Unitssold in the IPO(whetherthey were purchased in the IPO as part of the Inflection Point Unit or thereafter inthe open market).“Redemption”means the redemption of Inflection P

129、oints Public Shares properlytendered for redemption in connection with the Business Combination pursuant to theCayman Constitutional Documents.“Redemption Price”means an amount equal to the price at which each Public Share wasredeemed pursuant to the Redemption,which price was$10.99687276,being the

130、per-shareprice,equal to apro rataportion of the aggregate amount on deposit in theTrust Account as of two business days prior to the completion of the BusinessCombination,calculated in accordance with the Cayman Constitutional Documents,paidupon the Redemption of Public Shares.“Registration Rights A

131、greement”means the Amended and Restated Registration RightsAgreement,dated as of March 13,2025,by and among the Company,the Sponsor,certainother Selling Securityholders and the other parties thereto.“Round Top Deposit”means the rare earth and critical minerals deposits at Round TopMountain.“Round To

132、p Mountain”means that certain mountain known as“Round Top mountain”located at the western end of the Sierra Blanca area in Hudspeth County,Texas nearthe town of Sierra Blanca.“Round Top Project”means USAREs(and New USAREs,after the consummation of theBusiness Combination)operations and rights relate

133、d to Round Top Mountain and theRound Top Deposit,including,but not limited to,land rights,water rights,and theColorado Facility,which supports USAREs operations at Round Top Mountain.v2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/ed

134、gar/data/1970622/000121390025045537/ea0237790-01.htm11/209Table of Contents“Sarbanes-OxleyAct”means the Sarbanes-OxleyActof2002.“SEC”means the U.S.Securities and Exchange Commission.“Securities Act”means the Securities Actof1933,as amended.“Series A Preferred Stock”means the Companys 12%Series A Cum

135、ulativeConvertible Preferred Stock,par value$0.0001 per share,having the rights,preferences and privileges set forth in the SeriesA Preferred Stock Certificate ofDesignation.“Series A Preferred Stock Certificate of Designation”means that certainCertificate of Designations of Preferences,Rights and L

136、imitations of 12%SeriesACumulative Convertible Preferred Stock SeriesA Preferred Stock,which sets forththe rights,preferences and privileges of the SeriesA Preferred Stock,filed by theCompany with the Secretary of State of the State of Delaware on March 13,2025,asamended by the Certificate of Amendm

137、ent filed by the Company with the Secretary ofState of the State of Delaware on May 1,2025.“Signing Date”means August 21,2024,the date of the Business CombinationAgreement.“Sponsor”means Inflection Point Holdings II LLC,a Delaware limited liabilitycompany.“Sponsor Lock-UpAgreement”means the lock-upa

138、greement to be entered into by andbetween the Company and the Sponsor at Closing,pursuant to which the Sponsor and itspermitted assigns agreed not to,prior to the date that is six(6)months after theClosing Date(the“Initial Common Stock Lock-UpPeriod”),(i)sell,offer to sell,contract or agree to sell,

139、hypothecate,pledge,grant any option to purchase orotherwise dispose of or agree to dispose of,directly or indirectly,(a)any sharesof Common Stock the Sponsor received upon conversion of its Founder Shares inconnection with the Domestication(the“Sponsor Lock-UpShares”),(ii)enter intoany swap or other

140、 transfer arrangement in respect of the Sponsor Lock-UpShares or(iii)take any other similar actions(the actions specified in the foregoing clauses(i)through(iii),collectively,“Transfer”)in each case,without the priorwritten consent of the Board).The Sponsor and its permitted assigns also agreed nott

141、o,prior to the date that is one(1)year after the Closing Date(the“SecondCommon Stock Lock-UpPeriod”)Transfer more than 50%of the Sponsor Lock-UpSharesin each case,without the prior written consent of the Board.In addition,theSponsor agreed to not Transfer any Private Placement Warrants in connection

142、 with theDomestication(or the shares of Common Stock issuable upon exercise of such PrivatePlacement Warrants),prior to the date that was 30days after the Closing Date.TheSponsor Lock-Up Agreement provides for certain permitted transfers,including butnot limited to,transfers to certain affiliates or

143、 family members,transfers ofshares acquired on the open market after the consummation of the BusinessCombination,subject to certain conditions,or the exercise of certain stock optionsand warrants.“Stated Value”means the$12.00 stated value of each share of SeriesA PreferredStock.“Stillwater Facility”

144、means USAREs magnet production facility located inStillwater,Oklahoma.“Trading Day”means aday on which shares of Common Stock are actually traded onthe principal securities exchange or securities market on which shares of CommonStock are then traded.“Treasury Regulations”means the final,temporary an

145、d proposed regulations under theCode,as promulgated by the U.S.Department of Treasury from time to time.“Trust Account”means the trust account of Inflection Point prior to Closing,whichheld the remaining net proceeds from the IPO and the sale of the Private PlacementWarrants,together with interest e

146、arned thereon,less amounts released to pay taxes.“TVC”means The Venture Collective LLC,an affiliate of Inflection Point and one ofits directors,Nicholas Shekerdemian.“USARE ClassA Preferred Investor Warrant”means,prior to the Effective Time,awarrant to purchase USARE ClassA Unitsat an initial exerci

147、se price of$12.00 perunit issued to the holders of USARE ClassA Convertible Preferred Units.“USARE ClassA Units”means,prior to the Effective Time,ClassA units of USAREOpCo.“USARE ClassB Units”means,prior to the Effective Time,ClassB units of USAREOpCo.“USARE ClassA Convertible Preferred Units”means,

148、prior to the Effective Time,collectively,the USARE Class A-1 Convertible Preferred Units and the USAREClassA-2Convertible Preferred Units.vi2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea023779

149、0-01.htm12/209Table of Contents“USARE ClassA-1Convertible Preferred Units”means,prior to the Effective Time,ClassA-1convertible preferred units of USARE OpCo.“USARE ClassA-2Convertible Preferred Units”means,prior to the Effective Time,ClassA-2convertible preferred units of USARE OpCo.“USARE ClassC C

150、onvertible Preferred Units”means,prior to the Effective Time,ClassC convertible preferred units of USARE OpCo.“USARE ClassC-1Convertible Preferred Units”means,prior to the Effective Time,ClassC-1convertible preferred units of USARE OpCo.“USARE Fully Diluted Capital”means the sum(without duplication)

151、of the aggregatenumber of(i)USARE Class A Units that were issued and outstanding immediatelyprior to the Effective Time,(ii)USARE Class B Units that were issued andoutstanding immediately prior to the Effective Time(including all USARE Class BUnitsissued upon conversion of all outstanding USARE Clas

152、sC Convertible PreferredUnitsand USARE ClassC-1Convertible Preferred Units),(iii)all USARE ClassAUnitsand USARE ClassB Unitsthat were issuable upon full exercise of all issuedand outstanding USARE Warrants(calculated using the treasury method of accounting ona cashless exercise basis)and(iv)all USAR

153、E ClassA Unitsand USARE ClassBUnitsthat were issuable upon full exercise,exchange or conversion of all issuedand outstanding USARE Incentive Units(calculated using the treasury method ofaccounting on a cashless exercise basis).“USARE Incentive Units”means,prior to the Effective Time,each incentive u

154、nit ofUSARE OpCo that is issued and outstanding immediately prior to the Effective Time.“USARE Lock-UpHolders”means the former USARE OpCo Members(excluding the formerholders of the USARE ClassA Convertible Preferred Unitsand the USARE ClassAPreferred Investor Warrants,solely with respect to the New

155、USARE securities receivedin exchange for such USARE securities)as of immediately prior to the Effective Time.“USARE OpCo”means USA Rare Earth,LLC.“USARE Warrants”means,prior to the Effective Time,warrants to purchase units ofUSARE OpCo(excluding the USARE Class A Preferred Investor Warrants)that wer

156、eoutstanding and unexercised immediately prior to the Effective Time.“Warrant”means collectively,the Public Warrants and the Private PlacementWarrants.“Warrant Agreement”means the Warrant Agreement,dated as of May24,2023,betweenInflection Point and Continental,which governs the outstanding Inflectio

157、n PointWarrants.We were incorporated on March6,2023 as a Cayman Islands exempted company under thename Inflection Point Acquisition Corp.II for the purpose of effecting a merger,share exchange,asset acquisition,share purchase,reorganization or similar businesscombination with one or more businesses.

158、In connection with the consummation of theBusiness Combination,we were renamed“USA Rare Earth,Inc.”and we act as themanager of USARE OpCo.Unless otherwise indicated,the financial information includedherein is that of USARE OpCo.We are a holding company,and,accordingly,all of ourassets are held direc

159、tly by,and all of our operations are conducted through,USAREOpCo,and our only direct asset consists of equity ownership of USARE OpCo.As themanager of USARE OpCo,we have all management powers over,and full control of,thebusiness of USARE OpCo,including the power to take all action we deem necessary,

160、appropriate,advisable,incidental,or convenient to accomplish the purposes of USAREOpCo set forth in the A&R Operating Agreement.Accordingly,the financial statementsof USARE OpCo for periods following the consummation of the Business Combination areprepared on a consolidated basis with ours.Reference

161、s to a year refer to our fiscalyears ended on December31 of the specifiedyear.Certain monetary amounts,percentages and other figures included herein have beensubject to rounding adjustments.Accordingly,figures shown as totals in certaintables and charts may not be the arithmetic aggregation of the f

162、igures that precedethem,and figures expressed as percentages in the text may not total 100%or,asapplicable,when aggregated may not be the arithmetic aggregation of the percentagesthat precede them.vii2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec

163、.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm13/209Table of ContentsMARKET AND INDUSTRY DATAInformation contained in this prospectus concerning the market and the industry inwhich New USARE competes,including its market position,general expectations ofmarket opportunity,size a

164、nd growth rates,is based on information from variousthird-party sources,on assumptions made by New USARE based on such sources and NewUSAREs knowledge of the markets for its services and solutions.This informationand any estimates provided herein involve numerous assumptions and limitations,andyou a

165、re cautioned not to give undue weight to such information.Third-party sourcesgenerally state that the information contained in such source has been obtained fromsources believed to be reliable but that there can be no assurance as to the accuracyor completeness of such information.New USARE has not

166、independently verified thisthird-party information.The industry in which New USARE operates is subject to ahigh degree of uncertainty and risk.As a result,the estimates and market andindustry information provided in this prospectus are subject to change based onvarious factors,including those descri

167、bed in the sections of this prospectusentitled“Cautionary Note Regarding Forward-Looking Statements”and“RiskFactors Risks Related to Our Business and Industry”and elsewhere in thisprospectus.viii2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/

168、Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm14/209Table of ContentsCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSThis prospectus contains forward-looking statements.These forward-looking statementsinclude,without limitation,statements relating to expectations for future

169、 financialperformance,business strategies or expectations for New USAREs businesses.Thesestatements are based on the beliefs and assumptions of the management of NewUSARE.Although New USARE believes that its plans,intentions and expectationsreflected in or suggested by these forward-looking statemen

170、ts are reasonable,NewUSARE cannot assure you that it will achieve or realize these plans,intentions orexpectations.These statements constitute projections,forecasts and forward-lookingstatements,and are not guarantees of performance.Such statements can be identifiedby the fact that they do not relat

171、e strictly to historical or current facts.Whenused in this prospectus,words such as“anticipate”,“believe”,“can”,“continue”,“could”,“estimate”,“expect”,“forecast”,“intend”,“may”,“might”,“plan”,“possible”,“potential”,“predict”,“project”,“seek”,“should”,“strive”,“target”,“will”,“would”and similar expre

172、ssions mayidentify forward-looking statements,but the absence of these words does not meanthat a statement is not forward-looking.Forward-looking statements in this prospectus and in any document incorporated byreference in this prospectus include:the ability to realize the benefits expected from th

173、e Business Combination;the ability to maintain the listing of the Common Stock and the Warrants onNasdaq;the ability to raise financing in the future and to comply with restrictivecovenants related to long-term indebtedness;the future financial performance of New USARE;New USAREs ability to retain o

174、r recruit,or to effect changes required in,its respective officers,key employees or directors;New USAREs ability to comply with laws and regulations applicable to itsbusiness;andexpansion plans and opportunities.These forward-looking statements are based on information available as of the date ofthi

175、s prospectus and New USAREs management teams current expectations,forecastsand assumptions,and involve a number of judgments,known and unknown risks anduncertainties and other factors,many of which are outside the control of New USAREand its directors,officers and affiliates.Accordingly,forward-look

176、ing statementsshould not be relied upon as representing New USAREs management teams views as ofany subsequent date.New USARE does not undertake any obligation to update,add or tootherwise correct any forward-looking statements contained herein to reflect eventsor circumstances after the date they we

177、re made,whether as a result of newinformation,future events,inaccuracies that become apparent after the date hereofor otherwise,except as may be required under applicable securities laws.You should not place undue reliance on these forward-looking statements.Should oneor more of a number of known an

178、d unknown risks and uncertainties materialize,orshould any of our assumptions prove incorrect,our actual results or performance maybe materially different from those expressed or implied by these forward-lookingstatements.Some factors that could cause actual results to differ include,but arenot limi

179、ted to:the fact that New USARE has no history in commercial operations which limitsthe accuracy of any forward-looking forecasts,prospects or business outlookor plans;that New USARE has generated negative operating cash flows and mayexperience negative cash flow from operations in the future and tha

180、t NewUSARE may not be able to generate positive cashflow from its expected futurebusiness operations;there may be time delays,unforeseen expenses,increased capital costs,andother complications;the magnet production business is subject to the availability of rare earthelement(“REE”)oxide and metal fe

181、edstock;fluctuations in demand for,and prices of,Neodymium Iron Boron(“NdFeB orneo”)magnets,magnet materials,and necessary feedstock;ix2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.

182、htm15/209Table of Contentsinability to convert current commercial discussions and/or memorandums ofunderstanding with customers into definitive contracts;the growth of existing and emerging uses for neo magnets;changes in the global supply of neo magnets;the Round Top Project is at the exploration s

183、tage and may not develop into aproducing mine;operating in a highly competitive industry;changes in Chinas or the United States political environment andpolicies;inability to obtain sufficient capital or other resources necessary toprovide for such production;any failure by management to manage grow

184、th properly which could negativelyimpact our business.power or other utility disruption or shortage;increasing costs,including rising electricity and other utility costs,orlimited access to raw materials,and cost increases due to tariffs;fluctuations in transportation costs or disruptions in transpo

185、rtationservices or damage or loss during transport;any inability to meet individual customer specifications;diminished access to water;work stoppages or similar difficulties,breakdown in labor relations,or ashortage of skilled technicians and engineers;failure to retain key personnel or attract addi

186、tional qualified personnel;failure to comply with certain agreements with government entities that haveprovided us with certain incentives and favorable financing;inability to access debt or equity capital when necessary or advisable;impacts of force majeure events;failure to develop and maintain re

187、lationships with local communities andstakeholders;extensive and costly environmental requirements;the need to obtain and sustain governmental permits and approvals;failure to comply with applicable anti-corruption,anti-bribery,anti-moneylaundering and similar laws and regulations;costs of complianc

188、e with environmental,health and safety regulations;the impacts of climate change;possible litigation risks,including permit disputes(including in respectof access and/or validity of tenure),environmental claims,occupationalhealth and safety claims and employee claims;any infringement of the intellec

189、tual property rights of third parties;failure to adequately protect intellectual property rights;issues with information technology systems,including cyber threats,disruption,damage and failure;anduse of resources and management attention related to the requirements ofbeing a public company in the U

190、nitedStates.x2025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm16/209Table of ContentsSUMMARYThis summary highlights selected information from this prospectus and may notcontain all

191、of the information that is important to you in making an investmentdecision.Before investing in our securities,you should read this entire documentcarefully,including our financial statements and the related notes included inthis prospectus and the information set forth under the headings“Risk Facto

192、rs”and“Managements Discussion and Analysis of Financial Condition and Results ofOperations.”Some of the statements in this prospectus constitute forward-lookingstatements.See“Cautionary Statement Regarding Forward-Looking Statements.”OverviewUSARE is a company whose mission is to establish a domesti

193、c rare earth magnetsupply chain that supports the future state of energy,mobility,and nationalsecurity in the UnitedStates.USARE is developing a rare earth sintered neo magnet(“neo magnet”)manufacturing plant in Stillwater,Oklahoma,and intends toestablish domestic rare earth and critical minerals su

194、pply,extraction,andprocessing capabilities to both supply its magnet manufacturing plant and marketsurplus materials to third-parties.Rare earth magnets are critical to variousbusiness sectors and industries,including the defense,automotive,aviation,industrial,medical and consumer electronics indust

195、ries,among others.USARE isplanning to take a broad approach to the industries it serves with the intention ofproviding high quality sintered neo magnets to a variety of industries andcustomers.The Companys intention is to take a structured approach to building outits supply chain to supply feedstock

196、 to its magnet facility.While our vision is toultimately vertically integrate our operations,we will be evaluating each stage ofthe magnet supply chain to find the optimal approach to maximizing value from mineto magnet.USARE controls rights to a deposit of rare earths,the Round TopDeposit,in West T

197、exas.While this deposit could potentially provide significantvalue to USARE and its operations over the long term,USARE initially will befocused on partnering with ex-China suppliers and building or buying thecapabilities we need to profitably manufacture high quality neo magnets in theUnited States

198、.USAREs long-term approach from sourcing rare earths,inaddition to other critical minerals such as gallium,to producing finished neomagnets assists in strengthening the United States control over criticalsupply chains such as the supply of rare earth minerals and magnets and thusreducing domestic re

199、liance on foreign,particularly Chinese,imports.USAREs focuson developing domestic rare earth production aligns with national priorities,offering the future potential of a sustainable and secure domestic supply ofmaterials critical to key industries.The Business CombinationOn August21,2024,Inflection

200、 Point entered into that certain business combinationagreement(as amended,the“Business Combination Agreement”)by and amongInflection Point,USARE OpCo and IPXX Merger Sub,LLC,a Delaware limited liabilitycompany and a direct wholly owned subsidiary of Inflection Point(“Merger Sub”),pursuant to which,(

201、1)at the closing of the transactions contemplated by theBusiness Combination Agreement(the“Closing”)and following the Domestication,Merger Sub merged with and into USARE OpCo(the“Merger”),with USARE OpCosurviving as a wholly-owned subsidiary of New USARE,pursuant to the terms andsubject to the condi

202、tions set forth in the Business Combination Agreement,resulting in a combined company whereby New USARE became the manager of USARE OpCo,and substantially all of the assets and the business of the combined company areheld and operated by USARE OpCo and its subsidiaries,as more fully described inthe

203、final prospectus and definitive proxy statement of Inflection Point,datedFebruary14,2025 File No.333-283181(the“Proxy Statement/Prospectus”),whichwas filed with the Securities and Exchange Commission(the“SEC”);(2)wedomesticated(the“Domestication”)as a Delaware corporation in accordance withthe Delaw

204、are General Corporation Law(“DGCL”),the Companies Act(As Revised)ofthe Cayman Islands and the Cayman Constitutional Documents and were renamed“USARare Earth,Inc.”,and(3)the other transactions contemplated by the BusinessCombination Agreement and documents related thereto were consummated(suchtransac

205、tions,together with the Merger and the Domestication,the“BusinessCombination”).Prior to,but on the same day as,the Domestication,we provided our PublicShareholders the opportunity to redeem their Public Shares on the terms andconditions set forth in the Business Combination Agreement and the CaymanC

206、onstitutional Documents(the“Redemption”).The Company redeemed 128,140 PublicShares in the Redemption.On March12,2025,as contemplated by the Business Combination Agreement,we fileda notice of deregistration with the Cayman Islands Registrar of Companies,togetherwith the necessary accompanying documen

207、ts,and filed a certificate of incorporation(the“Certificate of Incorporation”)and a certificate of corporate domesticationwith the Secretary of State of the State of Delaware,pursuant to which wedomesticated and continued as a Delaware12025/5/21 15:00sec.gov/Archives/edgar/data/1970622/0001213900250

208、45537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm17/209Table of Contentscorporation,changing our name to“USA Rare Earth,Inc.”Immediately prior to theDomestication,pursuant to the Sponsor Support Agreement,each of the then issuedand outstanding C

209、lassB ordinary shares of Inflection Point,par value$0.0001 pershare(each,a“ClassB Ordinary Share”),converted automatically,on a one-for-one basis,into a ClassA ordinary share of Inflection Point,par value$0.0001 pershare(each,a“ClassA Ordinary Share”).As a result of and upon the effectivetime of the

210、 Domestication,among other things,(1)each of the then issued andoutstanding Class A Ordinary Shares automatically converted,on a one-for-onebasis,into a share of Common Stock;(2)each of the then issued and outstandingwarrants to purchase Class A Ordinary Shares automatically became a Warrant topurch

211、ase a share of Common Stock;and(3)each unit of Inflection Point issued andoutstanding as of immediately prior to the Domestication was automatically canceledand each holder received one share of Common Stock and one-half of one PublicWarrant,with any fractional Public Warrants to be issued in connec

212、tion with suchseparation rounded down to the nearest whole warrant.At the Effective Time of the Merger,pursuant to the transactions contemplated bythe Business Combination Agreement,we issued:(i)an aggregate of 72,747,711 shares of Common Stock,to the EligibleStockholders pursuant to the Business Co

213、mbination Agreement;(ii)an aggregate of 4,318,472 shares of SeriesA Preferred Stock;and(iii)Preferred Investor Warrants initially exercisable for an aggregate of4,495,099 shares of Common Stock,subject to adjustment,at an initialexercise price of$12.00 per share,subject to adjustment.At the Closing

214、of the Business Combination,we also issued:(i)an aggregate of 784,315 shares of SeriesA Preferred Stock and PreferredInvestor Warrants initially exercisable for an aggregate of 784,315 sharesof Common Stock,subject to adjustment,at an initial exercise price of$12.00 per share,subject to adjustment,p

215、ursuant to securities purchaseagreements with certain Selling Securityholders,dated March 11,2025(the“PIPE SPAs”);(ii)an aggregate of 131,048 shares of SeriesA Preferred Stock pursuant to asecurities purchase agreement,dated as of August21,2024,as amended onJanuary 22,2025,by and among Inflection Po

216、int,Michael Blitzer(theCompanys Chairman and then-Chief Executive Officer)and USARE OpCo;and(iii)an aggregate of 877,500 shares of Common Stock pursuant to the CCMArrangements.Pursuant to the Business Combination Agreement,the Eligible Stockholders are alsoentitled to receive up to 10,000,000 Earnou

217、t Shares(the“Aggregate Earn-OutConsideration”)upon the occurrence of certain events.50%of the Aggregate Earn-out Consideration will vest and be issued if,during the Earnout Period,theclosing sale price of one share of Common Stock as reported on the nationalsecurities exchange on which such shares a

218、re then listed is greater than or equalto$15.00 for a period of at least twenty out of thirty consecutiveTrading Days.The remaining 50%of the Aggregate Earn-out Consideration shall vest and be issuedif,during the Earnout Period,the closing sale price of one share of Common Stockas reported on the na

219、tional securities exchange on which such shares are thenlisted is greater than or equal to$20.00 for a period of at least twenty out ofthirty consecutive TradingDays.The Aggregate Earn-out Consideration may also vestupon a Change of Control,pursuant to which New USARE or its shareholders have therig

220、ht to receive consideration if the implied value per share of Common Stock isequal to or above such price targets,with the amount of such considerationdependent upon the implied per share value reaching the thresholds discussed above.Should the implied value per share of Common Stock pursuant to a C

221、hange of Controlbe less than$15.00,then the vesting conditions discussed above shall no longerapply and no further shares of Common Stock will be issued as Aggregate Earn-outConsideration.Pursuant to USAREs arrangements with CCM,CCM is entitled toreceive up to 100,000 shares of Common Stock on the s

222、ame terms as the EligibleStockholders.22025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm18/209Table of ContentsThe PIPEOn May 2,2025,pursuant to the securities purchase agreement da

223、ted as ofApril29,2025,we closed the May2025 PIPE in which we issued(i)8,550,400shares of Common Stock,(ii)the May2025 Pre-Funded PIPE Warrant and(iii)theMay2025 PIPE Warrant,for aggregate gross proceeds of$75,000,000.We intend touse the net proceeds from the May 2025 PIPE for working capital and gen

224、eralcorporate purposes.Summary Risk FactorsOur business is subject to numerous risks and uncertainties,including thosehighlighted in the section entitled“Risk Factors”immediately following thisprospectus summary,that represent challenges that we face in connection with thesuccessful implementation o

225、f our strategy and the growth of our business.Inparticular,the following considerations,among others,may offset our competitivestrengths or have a negative effect on our business strategy,which could cause adecline in the price of shares of our Common Stock or Warrants and result in a lossof all or

226、a portion of your investment:Risks Related to Our Business and IndustryThe Stillwater Facility is under development and is not yet completed,wehave not commenced producing and selling neo magnets,and we have nohistory in commercial operations and the lack of commercial operationslimits the accuracy

227、of any forward-looking forecasts,prospects orbusiness outlook or plans.We may not be able to generate positive cashflow from our expected futurebusiness operations.Our long-term success will depend on implementing thebusiness strategy and operational plan of the Company,as well as ourability to gene

228、rate revenues,achieve and maintain profitability anddevelop positive cash flows from our magnet production.We may experience time delays,unforeseen expenses,increased capitalcosts,and other complications while developing our Projects,these coulddelay the start of revenue-generating activities and in

229、crease developmentcosts.Until our Round Top Project is capable of satisfying our feedstock needs,if ever,our business is subject to the availability of rare earth oxideand metal feedstock,in quantities and prices that allow us to develop andcommercially operate its Stillwater Facility.Tariffs by the

230、 United States,counter-tariffs by other countries andfuture changes in tariff policies could adversely affect our results ofoperations.We may be adversely affected by fluctuations in demand for,and prices of,neo magnets,magnet materials,and necessary feedstock.We may not be able to convert current c

231、ommercial discussions and/ormemorandums of understanding with customers for the sale of our neomagnets and other products into definitive contracts,which may have anegative effect on our business.The success of our business will depend,in part,on the growth ofexisting and emerging uses for neo magne

232、ts.An increase in the global supply of neo magnets or,dumping,predatorypricing and other tactics by our competitors or state actors may adverselyaffect our profitability.The Round Top Project is at the exploration stage and we have notcommenced construction or commission of the mine nor related faci

233、lities,and the development of the Round Top Project into a producing mine issubject to a variety of risks,any number of which may cause thedevelopment of the Round Top Project into a producing mine to not occur,be delayed,or not result in the commercial extraction of minerals.We operate in a highly

234、competitive industry in a high demand and growthenvironment and additional manufacturing,refining and mining competitorscould result in a reduction in revenue.32025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/0001213

235、90025045537/ea0237790-01.htm19/209Table of ContentsChanges in Chinas or the United States political environment andpolicies,including changes in export/import policy may adversely affectour business.The production of neo magnets is a capital-intensive business thatrequires the commitment of substant

236、ial resources;if we do not havesufficient capital or other resources necessary to provide for suchproduction,it could negatively impact our business.The amount of capital required for completion and build-out of theCompanys Projects may increase materially from our current estimates,and we expect to

237、 raise further funds through equity or debt financing,joint ventures,production sharing arrangements or other means.Consequently,we depend on our ability to successfully access the capitaland financial markets.Any inability to access the capital or financialmarkets may limit our ability to fund our

238、ongoing operations,execute ourbusiness plan or pursue investments that we may rely on for future growth.A power,water,or other utility disruption or shortage at our Projectscould temporarily delay operations and increase costs,which maynegatively impact our business.Increasing costs,including rising

239、 electricity and other utility costs,orlimited access to raw materials may adversely affect our profitability.We will need to produce our products to exacting specifications in orderto provide future customers with a consistently high-quality product.Aninability to meet individual customer specifica

240、tions would negativelyimpact our business.Diminished access to water may adversely affect our operations.Work stoppages or similar difficulties,breakdown in labor relations,or ashortage of skilled technicians and engineers could significantly disruptour operations and reduce our revenues.We depend o

241、n key personnel for the success of our business.If we fail toretain our key personnel or if we fail to attract additional qualifiedpersonnel,we may not be able to achieve our desired level of growth andour business could suffer.We are subject to certain agreements with government entities that havep

242、rovided us with certain incentives and favorable financing and containconditions and obligations,including local investment,job creation,andrepayment terms,that,if not complied with,could negatively impact ourbusiness or require us to repay that financing or lose access to thoseincentives.The holder

243、s of our preferred stock have certain approval rights overactions taken by the Company,including related to incurring debt.If weare unable to secure those approvals or do so in a timely manner,we mayfail to access debt capital when otherwise necessary or advisable.Since its inception,the Company has

244、 generated negative operating cashflows and we may experience negative cash flow from operations in thefuture.Our audited consolidated financial statements for the years endedDecember 31,2024 and 2023,and our unaudited condensed consolidatedfinancial statements for the three months ended March 31,20

245、25 and 2024have been prepared on a going concern basis.Risks Related to Legal,Compliance,and RegulationsOur operations at our Projects are subject,or may become subject,toextensive and costly environmental and other requirements;and current andfuture laws,regulations and permits impose or may impose

246、 significantcosts,liabilities or obligations or could limit or prevent our ability tocontinue our current operations or to undertake new operations.We will be required to obtain and sustain governmental permits andapprovals to develop and operate the Projects,a process which is oftencostly and time-

247、consuming.Failure to obtain or retain any necessarypermits or approvals for our planned operations may negatively impact ourbusiness.42025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.h

248、tm20/209Table of ContentsRisks Related to Intellectual Property and TechnologyIf we infringe,or are accused of infringing,the intellectual propertyrights of third parties,it may increase our costs or prevent us frombeing able to commercialize new products.We may not be able to adequately protect our

249、 intellectual property rights.If we fail to adequately enforce or defend our intellectual propertyrights,our business may be harmed.We are dependent upon information technology systems,which are subject tocyber threats,disruption,damage and failure.Any unauthorized access to,disclosure,or theft of p

250、ersonal information we gather,store,or usecould harm our reputation and subject us to claims or litigation.Further,a failure of our information technology and data security infrastructurecould adversely affect our business and operations.Risks Related to our SecuritiesThe Certificate of Designation

251、for our Series A Cumulative ConvertiblePreferred Stock,the Preferred Investor Warrants and the May 2025 PIPEWarrant each contain“full ratchet”anti-dilution provisions applicableto the conversion price and exercise price,respectively,which may resultin a greater number of shares of Common Stock being

252、 issued uponconversions or exercises in the case of the Series A Preferred Stock andthe Preferred Investor Warrants,or reduced exercise proceeds in the caseof the May 2025 PIPE Warrant,than if the conversions or exercises wereeffected at the conversion price or exercise price in effect currently.The

253、 requirements of being a public company in the U.S.,may strain ourresources and divert managements attention,and the increases in legal,accounting and compliance expenses that result from being a public companyin the U.S.may be greater than we anticipate.Our Certificate of Incorporation provides,sub

254、ject to limited exceptions,that the courts of the State of Delaware are the sole and exclusive forumfor certain stockholder litigation matters,which could limit ourstockholders ability to obtain a favorable judicial forum for disputeswith us or our directors,officers,employees or stockholders.There

255、is no guarantee that the Warrants will ever be in the money in thefuture,and they may expire worthless.Your unexpired Warrants may be redeemed prior to their exercise at a timethat is disadvantageous to you,thereby making your Warrants worthless.The Warrants,Preferred Investor Warrants and the May 2

256、025 PIPE Warrantmay have an adverse effect on the market price of the Common Stock.Risks Related to this Offering by the Selling SecurityholdersSales of a substantial number of our securities in the public market bythe Selling Securityholders and/or by our existing securityholders couldcause the pri

257、ce of our shares of Common Stock and Warrants to fall.Sales,or the perception of sales,of our Common Stock or our Warrants,including those registered in this registration statement,by us or ourexisting stockholders in the public market could cause the market pricefor our Common Stock and our Warrant

258、s to decline.Certain existing securityholders,including certain SellingSecurityholders,purchased or may purchase,securities in the Company at aprice below the current trading price of such securities,and mayexperience a positive rate of return based on the current trading price.Future investors in t

259、he Company may not experience a similar rate ofreturn.52025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm21/209Table of ContentsOrganizational StructureThe diagram below depicts our

260、organizational structure as of immediately followingconsummation of the Business Combination:Corporate InformationInflection Point was a blank check company incorporated on March 6,2023 as aCayman Islands exempted company for the purpose of effecting a merger,shareexchange,asset acquisition,share pu

261、rchase,reorganization,or similar businesscombination with one or more businesses.On March 12,2025,Inflection Pointdomesticated into a Delaware corporation and changed its name to“USA Rare Earth,Inc.”On March13,2025,we completed the Business Combination with USARE OpCo.Asa result of the Business Comb

262、ination,we are a holding company,all of whose assetsare held directly or indirectly by,and all of whose operations are conductedthrough,USARE OpCo and whose only direct asset consists of equity ownership ofUSARE OpCo.As the manager of USARE OpCo,we have all management powers over,andfull control of,

263、the business of USARE OpCo,including the power to take all actionwe deem necessary,appropriate,advisable,incidental,or convenient to accomplishthe purposes of USARE OpCo set forth in its A&R Operating Agreement.Our principal executive office is located at 100 W Airport Road,Stillwater,Oklahoma.Our t

264、elephone number is(813)867-6155.Our website address ishttps:/ contained on our website is not a part of thisprospectus,and the inclusion of our website address in this prospectus is aninactive textual reference only.This prospectus contains references to trademarks and service marks belonging toothe

265、r entities.Solely for convenience,trademarks and trade names referred to inthis prospectus may appear without the or TM symbols,but such references are notintended to indicate,in any way,that the applicable licensor will not assert,tothe fullest extent under applicable law,its rights to these tradem

266、arks and tradenames.We do not intend our use or display of other companies trade names,trademarks,or service marks to imply a relationship with,or endorsement orsponsorship of it by,any other companies.Implications of Being an Emerging Growth Company and a Smaller ReportingCompanyWe qualify as an“em

267、erging growth company”as defined in the Jumpstart OurBusiness Startups Actof2012(the“JOBS Act”).For so long as we remain anemerging growth company,we are permitted,and currently intend,to rely on thefollowing provisions of the JOBS Act that contain exceptions from disclosure andother requirements th

268、at otherwise are applicable to public companies and fileperiodic reports with the SEC.These provisions include,but are not limited to:being permitted to present only twoyears of audited financial statementsand selected financial data and only twoyears of related“ManagementsDiscussion and Analysis of

269、 Financial Condition and Results of Operations”in our periodic reports and registration statements,including thisprospectus,subject to certain exceptions;62025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025

270、045537/ea0237790-01.htm22/209Table of Contentsnot being required to comply with the auditor attestation requirements ofSection 404 of the Sarbanes-Oxley Act of 2002,as amended(the“Sarbanes-Oxley Act”);reduced disclosure obligations regarding executive compensation in ourperiodic reports,proxy statem

271、ents,and registration statements,includingin this prospectus;not being required to comply with any requirement that may be adopted bythe Public Company Accounting Oversight Board(the“PCAOB”)regardingmandatory audit firm rotation or a supplement to the auditors reportproviding additional information

272、about the audit and the financialstatements;andexemptions from the requirements of holding a nonbinding advisory vote onexecutive compensation and stockholder approval of any golden parachutepayments not previously approved.We will remain an emerging growth company until the earliest to occur of:Dec

273、ember 31,2028(the last day of the fiscal year that follows thefifth anniversary of the completion of Inflection Points initial publicoffering);the last day of the fiscal year in which we have total annual grossrevenue of at least$1.235billion;the date on which we are deemed to be a“large accelerated

274、 filer,”asdefined in the ExchangeAct;orthe date on which we have issued more than$1billion in non-convertibledebt over a three-year period.We have elected to take advantage of certain of the reduced disclosure obligationsin this prospectus and may elect to take advantage of other reduced reportingre

275、quirements in our future filings with the SEC.As a result,the information thatwe provide to holders of our Common Stock may be different than what you mightreceive from other public reporting companies in which you hold equity interests.We have elected to avail ourselves of the provision of the JOBS

276、 Act that permitsemerging growth companies to take advantage of an extended transition period tocomply with new or revised accounting standards applicable to public companies.Asa result,we will not be subject to new or revised accounting standards at the sametime as other public companies that are n

277、ot emerging growth companies.We are also a“smaller reporting company”as defined in the ExchangeAct.We maycontinue to be a smaller reporting company even after we are no longer an emerginggrowth company.We may take advantage of certain of the scaled disclosuresavailable to smaller reporting companies

278、 until the fiscal year following thedetermination that our voting and non-voting common stock held by non-affiliates is$250 million or more measured on the last business day of our second fiscalquarter,or our annual revenues are less than$100million during the most recentlycompleted fiscal year and

279、our voting and non-voting common stock held by non-affiliates is$700million or more measured on the last businessday of our secondfiscal quarter.72025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea

280、0237790-01.htm23/209Table of ContentsTHE OFFERINGIssuer USA Rare Earth,Inc.Common Stock Offered by Us Up to 152,291,389 shares of Common Stock,consisting of:(i)12,500,000 shares of CommonStock that are issuable by us upon the exerciseof 12,500,000 Public Warrants,(ii)6,000,000shares of Common Stock

281、that are issuable by usupon the exercise of 6,000,000 Private PlacementWarrants,(iii)up to 53,941,176 shares ofCommon Stock that are or may become issuable byus upon the exercise of certain PreferredInvestor Warrants,which amount represents agood-faith estimate of the maximum number ofshares of Comm

282、on Stock that may become issuableupon exercise of such Preferred InvestorWarrants(iv)up to 10,000,000 Earnout Sharesthat are issuable by us to Eligible Stockholdersupon the occurrence of specified events pursuantto the Business Combination Agreement for noadditional consideration and(v)up to69,850,2

283、13 shares of Common Stock issuable uponthe conversion of 4,103,472 shares Series APreferred Stock,and assuming solely for thispurpose that the conversion price of such SeriesA Preferred Stock is$1.00,which amountrepresents a good-faith estimate of the maximumnumber of shares of Common Stock that may

284、 becomeissuable upon conversion of such shares ofSeries A Preferred Stock.Common Stock That May BeOffered and Sold From Timeto Time by the SellingSecurity Holders Up to 181,359,751 shares of Common Stock,including up to(i)171,226,902 shares ofCommon Stock held by or issuable SellingSecurityholders e

285、ntitled to resale registrationrights pursuant to the Registration RightsAgreement or other agreements,(ii)4,132,849Earn-out Shares that are issuable to certainSelling Securityholders upon the occurrence ofspecified events,and(iii)6,000,000 shares ofCommon Stock issuable upon exercise of 6,000,000Pri

286、vate Placement Warrants held by the Sponsor.Warrants That May Be Offeredand Sold From Time to Timeby the SellingSecurityHolders 6,000,000 Private Placement Warrants.Terms of the Offering We will issue shares of Common Stock issuableupon(i)exercise of the Warrants pursuant tothe terms of the Warrant

287、Agreement,(ii)exercise of the Preferred InvestorWarrants pursuant to the terms of the applicablePreferred Investor Warrants,(iii)vesting ofthe Earnout Shares pursuant to the terms of theBusiness Combination Agreement and(iv)conversion of the Series A Preferred Stockpursuant to the terms of the Serie

288、s A PreferredStock.The Selling Securityholders will determine whenand how they will dispose of any shares ofCommon Stock or Private Placement Warrants.Terms of Warrants Offered forResale Each Warrant entitles the holder to purchase oneshare of Common Stock at an exercise price of$11.50 per share,sub

289、ject to adjustment pursuantto the terms of the Warrant Agreement.All Warrants expire on March 13,2030 at5:00p.m.,NewYork City time.82025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm

290、24/209Table of ContentsUSA Rare Earth,Inc.SecuritiesOutstandingBefore thisOffering 90,836,776 shares of Common Stock5,018,834 shares of Series A PreferredStock18,500,000 WarrantsPreferred Investor Warrants exercisable for9,050,433 shares of Common Stock,at anexercise price of$7.00 per share,subjectt

291、o adjustment.The May 2025 Pre-Funded PIPE Warrantexercisable for up to 2,163,886 shares ofCommon Stock.The May 2025 PIPE Warrant exercisable forup to 10,714,286 shares of Common Stock,atan initial exercise price of$7.00 pershare,subject to adjustment.USA Rare Earth,Inc.Securities Outstanding Afterth

292、is Offering 132,314,948shares of Common Stock,assuming(i)the exercise for cash of allWarrants,(ii)conversion of alloutstanding shares of Series A PreferredStock on May 12,2025 at the currentconversion price of$7.00 per share(takinginto account accrued and unpaid payment-in-kind dividends through suc

293、h date),(iii)the exercise for cash of allPreferred Investor Warrants at the currentexercise price of$7.00 per share and(iv)the vesting and issuance of all EarnoutShares.The May 2025 Pre-Funded PIPE Warrantexercisable for up to 2,163,886 shares ofCommon Stock.The May 2025 PIPE Warrant exercisable for

294、up to 10,714,286 shares of Common Stock,atan initial exercise price of$7.00 pershare,subject to adjustment.92025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm25/209Table of ContentsU

295、se of Proceeds We will receive the proceeds from any exerciseof the Warrants or the Preferred InvestorWarrants for cash.Each Warrant entitles theholder thereof to purchase one share of ourCommon Stock at a price of$11.50 per share andthe Preferred Investor Warrants entitle theholders thereof to purc

296、hase one share of ourCommon Stock at a price of$7.00 per share.Assuming the exercise of all outstandingWarrants for cash,we would receive aggregateproceeds of approximately$212.8 million.Assuming the exercise of all outstandingPreferred Investor Warrants for cash,we wouldreceive aggregate proceeds o

297、f approximately$63.4million.We believe that the likelihoodthat holders of Warrants and Preferred InvestorWarrants determine to exercise their Warrants orPreferred Investor Warrants,as applicable,andtherefore the amount of cash proceeds that wewould receive,is dependent upon the marketprice of our Co

298、mmon Stock.If the price of ourCommon Stock is below$11.50 per share or$7.00per share,as applicable,holders will beunlikely to cash exercise their Warrants orPreferred Investor Warrants,resulting in littleto no cash proceeds to us.There is no assurancethat the Warrants or Preferred Investor Warrantsw

299、ill be“in the money”prior to theirexpiration or that holders will exercise theirWarrants or Preferred Investor Warrants,asapplicable.Holders of Warrants or PreferredInvestor Warrants have the option to exercisetheir Warrants or Preferred Investor Warrants,as applicable,on a cashless basis in accorda

300、ncewith the Warrant Agreement.If the Warrants or Preferred Investor Warrantsare exercised pursuant to a cashless exercisefeature,we will not receive any cash from theseexercises.We intend to use the proceeds received from theexercise of the Warrants or Preferred InvestorWarrants,if any,for general c

301、orporatepurposes.See“Use of Proceeds.”We will not receive any additional proceeds uponthe issuance of the Earnout Shares.All of the shares of Common Stock and PrivatePlacement Warrants offered by the SellingSecurityholders will be sold by them for theirrespective accounts.We will not receive any oft

302、he proceeds from these sales.The Selling Securityholders will pay anyunderwriting fees,discounts,sellingcommissions,stock transfer taxes,and certainlegal expenses incurred by such SellingSecurityholders in disposing of their shares ofCommon Stock and Private Placement Warrants,andwe will bear all ot

303、her costs,fees,and expensesincurred in effecting the registration of suchsecurities covered by this prospectus,including,without limitation,all registrationand filing fees,Nasdaq listing fees,and feesand expenses of our counsel and our independentregistered public accountants.102025/5/21 15:00sec.go

304、v/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhttps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm26/209Table of ContentsRISK FACTORSAn investment in our securities involves a high degree of risk.You should considercarefully the risks and uncertaintie

305、s described below,together with all of the otherinformation contained in this prospectus,before deciding to invest in oursecurities.If any of the following events occur,our business,financial conditionand operating results may be materially adversely affected.In that event,thetrading price of our se

306、curities could decline,and you could lose all or part of yourinvestment.The risks and uncertainties described below are not the only ones weface.Additional risks and uncertainties that we are unaware of,or that we currentlybelieve are not material,may also become important factors that adversely aff

307、ect ourbusiness or results of operations.Risks Related to Our Business and IndustryThe Stillwater Facility is under development and is not yet completed,wehave not commenced producing and selling neo magnets,and we have nohistory in commercial operations and the lack of commercial operationslimits t

308、he accuracy of any forward-looking forecasts,prospects orbusiness outlook or plans.We have not commenced production of neo magnets at our Stillwater Facility,and wemay not be able to secure the necessary feedstock,offtake,or equipment in order toeconomically produce neo magnets,including from the Ro

309、und Top Project.We have notrealized any revenues to date from the sale of neo magnets or critical minerals,rareearth minerals,or lithium,and our operating cash flow needs have been financedthrough the incurrence of debt and equity raises and not through cash flows derivedfrom our operations.As a res

310、ult,we have little historical financial and operatinginformation available to help you evaluate our performance.Any profitability in thefuture from our business will be dependent upon economical development of theStillwater Facility and production of neo magnets,which is subject to numerous riskfact

311、ors.Accordingly,we may not realize profits,including in the medium to longterm.Additional expenditures are required to construct,complete and installadditional neo magnet production equipment and our neo magnet production capabilitiesmight not be able to fully utilize the nameplate capacity of the e

312、quipment.Inaddition,we have no operating history upon which to base estimates of futureoperating costs and capital requirements.Actual operating costs and economic returnsof any and all of our Projects may materially differ from the costs and returnsestimated,and accordingly our financial condition,

313、results of operations and cashflows may be negatively affected.In the near term,our development and growthdepends on our ability to:(i)successfully produce magnets at the StillwaterFacility;(ii)secure one or more reliable sources of rare earth feedstock at pricesthat are acceptable and attractive to

314、 us;and(iii)secure one or more neo magnetcustomers that are willing and able to purchase our neo magnets at prices that areexpected to be profitable for us.Delays in the completion of the Stillwater Facilityor the Round Top Project could have a material adverse effect on our business,results of oper

315、ations and financial condition.We may not be able to generate positive cashflow from our expected futurebusiness operations.Our long-term success will depend on implementingthe business strategy and operational plan of the Company,as well as ourability to generate revenues,achieve and maintain profi

316、tability anddevelop positive cash flows from our magnet production.Our ability to continue with our business plan to produce and sell neo magnets andour future plans regarding the Round Top Project,ultimately depends on our abilityto generate revenues,achieve and maintain profitability,and generate

317、positive cashflow from our operations.We cannot assure you that our Projects will result inachieving and maintaining profitability and developing positive cash flows.Theeconomic viability of the Companys future business activities has many risks anduncertainties including,but not limited to:a signif

318、icant,prolonged decrease in the price of neo magnets;difficulty in marketing and/or selling neo magnets;significantly higher than expected capital costs to construct and commissionour Projects;significantly higher than expected feedstock costs to support magnetproduction in the near term until the R

319、ound Top Project is capable ofsatisfying our feedstock needs;significant delays,reductions or stoppages of production activities;shortages of adequate and skilled labor or a significant increase in laborcosts;112025/5/21 15:00sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htmhtt

320、ps:/www.sec.gov/Archives/edgar/data/1970622/000121390025045537/ea0237790-01.htm27/209Table of Contentsthe introduction of significantly more stringent regulatory laws andregulations and associated delays in permitting;anddelays in the availability of necessary equipment,including construction orprod

321、uction equipment.Our future business activities may change as a result of any one or more of theserisks and uncertainties.We may experience time delays,unforeseen expenses,increased capitalcosts,and other complications while developing our Projects,these coulddelay the start ofrevenue-generatingacti

322、vities and increase developmentcosts.The production of neo magnets and mineral exploration and mining by their natureinvolve significant risks and hazards,including environmental hazards,as well asindustrial and mining accidents.These include,for example,occupational hazards,leaks,ruptures,explosion

323、s,chemical spills,seismic events,fires,cave-ins andblockages,flooding,discharges of gasses and toxic substances,contamination ofwater,air or soil resources,unusual and unexpected rock formation affectingmineralization or wall rock characteristics,ground or slope failures,rock bursts,wildfires,radioa

324、ctivity and other accidents,incidents,or conditions resulting frommining or manufacturing activities,including,among others,blasting and thetransport,storage and handling of hazardous materials.In particular,the productionof neo magnets involves the use of heavy equipment and operations at hightempe

325、ratures.These operations can be dangerous and safety incidents in theseoperations may cause damage to and loss of equipment,injury or death,monetarylosses and potential legal liabilities.Any such incidents could have a materialadverse effect on our business,operating results and financial condition.

326、Furthermore,there is the risk that relevant regulators may impose fines and workstoppages for non-compliant production or mining operating procedures andactivities,which could reduce or halt production or mining until lifted.Theoccurrence of any of these events could delay or halt production,increas

327、e productioncosts and result in financial and regulatory liability for us,which could have amaterial adverse effect on our business,results of operations and financialcondition.In addition,the relevant environmental authorities have issued and mayissue administrative directives and compliance notice

328、s in the future,to enforce theprovisions of the relevant statutes to take specific anti-pollution measures,continue with those measures and/or to complete those measures.The authorities mayalso order the suspension of part,or all of,our operations if there is non-compliance with legislation.Contrave

329、ntion of some of these statutes may alsoconstitute a criminal offense and an offender may be liable for a fine orimprisonment,or both,in addition to administrative penalties.As a result,theoccurrence of any of these events may have a material adverse effect on our business,results of operations and

330、financial condition.Until our Round Top Project is capable of satisfying our feedstock needs,if ever,our business is subject to the availability of rare earth oxideand metal feedstock,in quantities and prices that allow us to develop andcommercially operate our Stillwater Facility.Our Round Top Proj

331、ect is in its exploration stage and is not currently able tosatisfy the feedstock needs necessary for the development and commercial operation ofour Stillwater Facility and may never be able to do so.Unless and until our RoundTop Project is capable of satisfying our feedstock needs,we will be requir

332、ed toenter into feedstock supply agreements with third-parties.We are in the process ofpursuing feedstock supply and offtake arrangements with potential counterparties inan effort to provide adequate sources of feedstock for the purchase of all orsubstantially all of our production from our Stillwat

333、er Facility,once operational,on terms favorable to us.As discussed elsewhere in this prospectus,we have executedfeedstock supply agreements with two counterparties.However,they may not be able toprovide all of the feedstock which we may require or at economical prices.If we areunable to secure supply agreements that ensure that all of our feedstock needs aremet or if we are able to secure such agr