IPXX SEC 보고서 - Inflection Point Acquisition Corp. II- 연례 보고, 기업 사업 설명서, 유가증권계출서

기본 통계

CIK

1970622

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Inflection Point Acquisition Corp. II

SEC Filings (Chronological Order)

이 페이지는 다른 곳에서 제공하는 소유권 보고서를 제외한 SEC 보고서의 전체 리스트를 시간 순으로 정리한 것입니다.

June 5, 2026	EX-FILING FEES	CALCULATION OF FILING FEE TABLES USA Rare Earth, Inc. Table 3: Combined Prospectuses Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 USA Rare Earth, Inc. Table 3: Combined Prospectuses Security Type Security Class Title Notes Amount of Securities Previously Registered Maximum Aggregate Offering Price of Securities Previously Registered Form Type File Number Initial Effective Date Equity Common Stock (1) 33,500,490 $ 0.00 S-1 333-287410 07/21/2025 Equity Common Stock (2) 47,642
June 5, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2026 USA Rare Earth, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission File
June 5, 2026	EX-99.1	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL information Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL information Introduction The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of USA Rare Earth, Inc. (“USAR” or the “Company”), and the historical consolidated financial statements of SVRE Holdings Ltd. (“SVRE”), and gives effect to (i) the Merger (a
June 5, 2026	EX-99.1	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL information Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL information Introduction The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of USA Rare Earth, Inc. (“USAR” or the “Company”), and the historical consolidated financial statements of SVRE Holdings Ltd. (“SVRE”), and gives effect to (i) the Merger (a
June 5, 2026	S-3/A	As filed with the Securities and Exchange Commission on June 5, 2026 As filed with the Securities and Exchange Commission on June 5, 2026 Registration No.
June 5, 2026	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2026 USA Rare Earth, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission File
June 4, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2026 USA Rare Earth, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission File
June 3, 2026	EX-10.4	WARRANT to purchase Common Shares of USA Rare Earth, Inc. Issuance Date: June 3, 2026 Exhibit 10.4 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH
June 3, 2026	EX-10.3	SECURITIES ISSUANCE AGREEMENT Exhibit 10.3 SECURITIES ISSUANCE AGREEMENT THIS SECURITIES ISSUANCE AGREEMENT (this “Agreement”), is made as of June 3, 2026, by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”), and the United States Department of Commerce (the “Department”). WHEREAS, the Department and the Company and others are parties to that certain Direct Funding Agreement, Award ID No. AP-2026-0044,
June 3, 2026	EX-99.1	USA Rare Earth Finalizes Definitive Agreements with U.S. Department of Commerce, Unlocking Access to Up to $1.6 Billion to Advance the Leading Rare Earth Value Chain Definitive Agreements Trigger Access to Up to $277 Million in Federal Funding and Up Exhibit 99.1 USA Rare Earth Finalizes Definitive Agreements with U.S. Department of Commerce, Unlocking Access to Up to $1.6 Billion to Advance the Leading Rare Earth Value Chain Definitive Agreements Trigger Access to Up to $277 Million in Federal Funding and Up to $1.3 Billion in CHIPS Senior Secured Loan Capacity to advance the only vertically integrated rare earth company in the U.S. across do
June 3, 2026	EX-10.1	USA RARE EARTH, INC. as Recipient other parties hereto as Recipient Parties UNITED STATES DEPARTMENT OF COMMERCE as the Department Exhibit 10.1 EXECUTION VERSION Dated as of June 3, 2026 USA RARE EARTH, INC. as Recipient other parties hereto as Recipient Parties and UNITED STATES DEPARTMENT OF COMMERCE as the Department round top, stillwater AND ADDITIONAL PROJECTs DIRECT FUNDING AGREEMENT AWARD ID NO. AP-2026-0044 table of Contents Page Article 1 Definitions 2 Article 2 Award and Disbursements 2 Section 2.1. Award Amount 2 S
June 3, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2026 USA Rare Earth, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2026 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission File
June 3, 2026	EX-10.2	Dated as of June 3, 2026 USA RARE EARTH, INC. as Borrower OTHER PARTIES HERETO as Borrower Entities UNITED STATES DEPARTMENT OF COMMERCE as the Department Round top, stillwater AND Additional PROJECTS LOAN GUARANTEE AGREEMENT LOAN ID NO. AP-2026-0044 Exhibit 10.2 EXECUTION VERSION Dated as of June 3, 2026 USA RARE EARTH, INC. as Borrower OTHER PARTIES HERETO as Borrower Entities and UNITED STATES DEPARTMENT OF COMMERCE as the Department Round top, stillwater AND Additional PROJECTS LOAN GUARANTEE AGREEMENT LOAN ID NO. AP-2026-0044 table of Contents Page Article 1 DEFINITIONS 2 Article 2 GUARANTEE; FFB ADVANCES 2 Section 2.1. Guarantee 2 Sectio
June 2, 2026	EX-10.1	LEASE AGREEMENT TC LIBERTY DEVELOPMENT, LLC, AS LANDLORD, AND USA RARE EARTH, INC., AS TENANT Bear Den ROAD Blacksburg, South Carolina Exhibit 10.1 Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats ad private or confidential. The redacted terms have been marked at the appropriate place with “[XXX].” LEASE AGREEMENT BETWEEN TC LIBERTY DEVELOPMENT, LLC, AS LANDLORD, AND USA RARE EARTH, INC., AS TENANT Bear Den ROAD Blacksbur
June 2, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2026 USA Rare Earth, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction (Commission File Number) (I.R.S. Em
June 2, 2026	EX-99.1	USA Rare Earth Selects Cherokee County, South Carolina for New Rare Earth Metal and Magnet Manufacturing Operation Blacksburg facility expected to create about 490 high-skill, high-wage manufacturing jobs and significantly expand the Company’s global Exhibit 99.1 FOR IMMEDIATE RELEASE June 2, 2026 USA Rare Earth Selects Cherokee County, South Carolina for New Rare Earth Metal and Magnet Manufacturing Operation Blacksburg facility expected to create about 490 high-skill, high-wage manufacturing jobs and significantly expand the Company’s global mine to magnet value chain By choosing South Carolina, USA Rare Earth is expected to have access to a
June 2, 2026	EX-10.2	FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES AGREEMENT BY AND AMONG CHEROKEE COUNTY, SOUTH CAROLINA USA RARE EARTH, INC. JUNE 1, 2026 TABLE OF CONTENTS Exhibit 10.2 FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES AGREEMENT BY AND AMONG CHEROKEE COUNTY, SOUTH CAROLINA AND USA RARE EARTH, INC. JUNE 1, 2026 TABLE OF CONTENTS Page Article I DEFINITIONS Section 1.1 Terms. 3 Article II REPRESENTATIONS AND WARRANTIES Section 2.1 Representations of the County. 5 Section 2.2 Representations of the Company. 5 Section 2.3 Representations of the Sponsor Affil
May 14, 2026	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41711 USA Rare
May 13, 2026	EX-FILING FEES	CALCULATION OF FILING FEE TABLES USA Rare Earth, Inc. Table 3: Combined Prospectuses Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 USA Rare Earth, Inc. Table 3: Combined Prospectuses Security Type Security Class Title Notes Amount of Securities Previously Registered Maximum Aggregate Offering Price of Securities Previously Registered Form Type File Number Initial Effective Date Equity Common Stock (1) 33,500,490 $ S-1 333-287410 07/21/2025 Equity Common Stock (2) 10,000,000
May 13, 2026	S-3	As filed with the Securities and Exchange Commission on May 13, 2026 As filed with the Securities and Exchange Commission on May 13, 2026 Registration No.
May 13, 2026	PREM14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___ ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
May 13, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2026 USA Rare Earth, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission File
May 13, 2026	S-4	As filed with the Securities and Exchange Commission on May 13, 2026 As filed with the Securities and Exchange Commission on May 13, 2026 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 –––––––––––––––––––––––––––––––––––––––––––––––––– FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 –––––––––––––––––––––––––––––––––––––––––––––––––– USA RARE EARTH, INC. (Exact name of Registrant as specified in its charter) ––
May 13, 2026	EX-99.2	CONSENT OF ROTH CAPITAL PARTNERS, LLC Exhibit 99.2 CONSENT OF ROTH CAPITAL PARTNERS, LLC Board of Directors Texas Mineral Resources Corp. 527 21st Street Galveston, TX 77550 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated March 3, 2026, to the Board of Directors of Texas Mineral Resources Corp. (“TMRC”) as Annex B to, and reference thereto under the headings “Risk Factors,” “Backgroun
May 13, 2026	EX-FILING FEES	CALCULATION OF FILING FEE TABLES USA RARE EARTH, INC. Table 1: Newly Registered and Carry Forward Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-4 USA RARE EARTH, INC. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1)
May 13, 2026	EX-99.1	RISK FACTORS Exhibit 99.1 RISK FACTORS Unless otherwise noted or the context otherwise requires, references to the “Company,” “USAR,” “USA Rare Earth” “we,” “us,” or “our” refer to USA Rare Earth, Inc. and its subsidiaries and references to the “SVRE Merger” refer to merger of SVRE Holdings Ltd. (“SVRE”) with and into Middlebury Merger Sub Ltd. (“Merger Sub”), an indirect, wholly owned subsidiary of USAR, with
May 13, 2026	EX-99.3	Audited Financial Statements of SVRE Holdings Ltd. INDEX TO FINANCIAL STATEMENTS OF SVRE Exhibit 99.3 Audited Financial Statements of SVRE Holdings Ltd. INDEX TO FINANCIAL STATEMENTS OF SVRE Audited Consolidated Financial Statements for SVRE Holdings Ltd. for the Years Ended December 31, 2025 and 2024 Page Report of Independent Auditors F-2 Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statement of Comprehensive Loss F-6 Consolidated Statements
May 13, 2026	EX-99.2	INFORMATION ABOUT SVRE Exhibit 99.2 INFORMATION ABOUT SVRE Unless the context otherwise requires, for purposes of this section, the terms “we,” “us,” “our” or “the Company” refer to SVRE Holdings Ltd. and its subsidiaries, collectively, as they currently exist. The Business We operate one of the largest known ionic clay rare earth deposits outside of Asia. Rare earth elements (“REEs”) and the corresponding rare earth ox
May 13, 2026	EX-99.1	USA Rare Earth Reports First Quarter 2026 Financial Results Exhibit 99.1 USA Rare Earth Reports First Quarter 2026 Financial Results STILLWATER, Okla. - May 13, 2026 – USA Rare Earth, Inc. (Nasdaq: USAR) (the Company), an emerging global leader in rare earths, today announced its financial and operational results for the first quarter ended March 31, 2026. Executive Commentary “The first quarter of 2026 was a period of fundamental transformation for USA Ra
May 13, 2026	EX-FILING FEES	CALCULATION OF FILING FEE TABLES SC 14A USA Rare Earth, Inc. Table 1 to Paragraph (a)(7) Ex-Filing Fees CALCULATION OF FILING FEE TABLES SC 14A USA Rare Earth, Inc. Table 1 to Paragraph (a)(7) Line Item Type Notes Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid (1) $ 3,625,988,829.54 0.0001381 $ 500,749.06 Total Transaction Valuation: $ 3,625,988,829.54 Total Fees Due for Filing: $ 500,749.06 Total Fees Previously Paid: Total Fee Offsets: 0.00 Net Fee Due: $ 500,74
May 13, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2026 USA Rare Earth, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission File
May 13, 2026	EX-99.4	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of USA Rare Earth, Inc. (“USAR” or the “Company”), and the historical consolidated financial statements of SVRE Holdings Ltd. (“SVRE”), and gives effect to (i) the Merger (a
April 23, 2026	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
April 23, 2026	ARS	ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ; ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41711 USA Rare Ear
April 23, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2026 USA Rare Earth, In UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission Fil
April 23, 2026	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
April 20, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2026 USA Rare Earth, In UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2026 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission Fil
April 20, 2026	EX-10.2	FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG USA RARE EARTH, INC., THE STOCKHOLDERS PARTY HERETO Dated as of [ ● ], 2026 TABLE OF CONTENTS Exhibit 10.2 Final Form FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG USA RARE EARTH, INC., AND THE STOCKHOLDERS PARTY HERETO Dated as of [ ● ], 2026 TABLE OF CONTENTS Page Article I Resale Registration 1 Section 1.1 Resale Registration Statement 1 Section 1.2 Sufficient Number of Shares Registered 2 Section 1.3 Effectiveness Period 2 Section 1.4 Subsequent Shelf Registration 2 Section 1.5 Su
April 20, 2026	EX-99.3	April 2026 USA RARE EARTH + SERRA VERDE: THE GLOBAL LEADER IN RARE EARTHS 3 © 2026 USA Rare Earth. All rights reserved. TODAY’S SPEAKERS Chief Executive Officer USA Rare Earth BARBARA HUMPTON THRAS MORAITIS Chief Executive Officer Serra Verde Group I Exhibit 99.3 April 2026 USA RARE EARTH + SERRA VERDE: THE GLOBAL LEADER IN RARE EARTHS 2 © 2026 USA Rare Earth. All rights reserved. DISCLAIMER Forward Looking Statements This Presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include those relating to the proposed acquisition of Serra Verde Group (“SVG”
April 20, 2026	EX-99.3	April 2026 USA RARE EARTH + SERRA VERDE: THE GLOBAL LEADER IN RARE EARTHS 3 © 2026 USA Rare Earth. All rights reserved. TODAY’S SPEAKERS Chief Executive Officer USA Rare Earth BARBARA HUMPTON THRAS MORAITIS Chief Executive Officer Serra Verde Group I Exhibit 99.3 April 2026 USA RARE EARTH + SERRA VERDE: THE GLOBAL LEADER IN RARE EARTHS 2 © 2026 USA Rare Earth. All rights reserved. DISCLAIMER Forward Looking Statements This Presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include those relating to the proposed acquisition of Serra Verde Group (“SVG”
April 20, 2026	EX-99.1	USA RARE EARTH, INC. (Nasdaq: USAR) Exhibit 99.1 USA RARE EARTH, INC. (Nasdaq: USAR) FOR IMMEDIATE RELEASE April 20, 2026 USA Rare Earth Announces Definitive Agreement to Acquire Serra Verde Group for ~$2.8 Billion, Creating the Global Rare Earth Leader Secures One of the Industry’s Most Strategic Operations as the Only Scaled Producer of all Four Magnetic Rare Earth Elements Outside Asia, along with a 15-Year 100% Offtake Agreement
April 20, 2026	EX-10.1	VOTING AND SUPPORT AGREEMENT Exhibit 10.1 Final Form VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 19, 2026, by and among (i) SVRE Holdings Ltd., a business company limited by shares incorporated under the laws of British Virgin Islands (the “Company”), and (ii) the undersigned stockholder (the “Stockholder”) of USA Rare Earth Inc. (“Parent”), in such Person’s capacity as
April 20, 2026	EX-2.1	AGREEMENT AND PLAN OF MERGER by and among USA RARE EARTH, INC., MIDDLEBURY MERGER SUB LTD., SVRE HOLDINGS LTD., SERRA VERDE RARE EARTHS LTD., AS SELLER REPRESENTATIVE TABLE OF CONTENTS Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among USA RARE EARTH, INC., MIDDLEBURY MERGER SUB LTD., SVRE HOLDINGS LTD., SERRA VERDE RARE EARTHS LTD., AS SELLER REPRESENTATIVE TABLE OF CONTENTS Page Article I. THE MERGER; CLOSING 2 1.1 The Merger 2 1.2 Treatment of Warrants 2 1.3 Effect on Shares; Treatment of Company Equity Awards 3 1.4 Merger Consideration 5 1.5 Paying Agent
April 20, 2026	EX-10.2	FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG USA RARE EARTH, INC., THE STOCKHOLDERS PARTY HERETO Dated as of [ ● ], 2026 TABLE OF CONTENTS Exhibit 10.2 Final Form FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG USA RARE EARTH, INC., AND THE STOCKHOLDERS PARTY HERETO Dated as of [ ● ], 2026 TABLE OF CONTENTS Page Article I Resale Registration 1 Section 1.1 Resale Registration Statement 1 Section 1.2 Sufficient Number of Shares Registered 2 Section 1.3 Effectiveness Period 2 Section 1.4 Subsequent Shelf Registration 2 Section 1.5 Su
April 20, 2026	EX-2.1	AGREEMENT AND PLAN OF MERGER by and among USA RARE EARTH, INC., MIDDLEBURY MERGER SUB LTD., SVRE HOLDINGS LTD., SERRA VERDE RARE EARTHS LTD., AS SELLER REPRESENTATIVE TABLE OF CONTENTS Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among USA RARE EARTH, INC., MIDDLEBURY MERGER SUB LTD., SVRE HOLDINGS LTD., SERRA VERDE RARE EARTHS LTD., AS SELLER REPRESENTATIVE TABLE OF CONTENTS Page Article I. THE MERGER; CLOSING 2 1.1 The Merger 2 1.2 Treatment of Warrants 2 1.3 Effect on Shares; Treatment of Company Equity Awards 3 1.4 Merger Consideration 5 1.5 Paying Agent
April 20, 2026	EX-99.1	USA RARE EARTH, INC. (Nasdaq: USAR) Exhibit 99.1 USA RARE EARTH, INC. (Nasdaq: USAR) FOR IMMEDIATE RELEASE April 20, 2026 USA Rare Earth Announces Definitive Agreement to Acquire Serra Verde Group for ~$2.8 Billion, Creating the Global Rare Earth Leader Secures One of the Industry’s Most Strategic Operations as the Only Scaled Producer of all Four Magnetic Rare Earth Elements Outside Asia, along with a 15-Year 100% Offtake Agreement
April 20, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2026 USA Rare Earth, In UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2026 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission Fil
April 20, 2026	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2026 USA Rare Earth, In UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2026 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission Fil
April 20, 2026	EX-99.2	Transcript of USA Rare Earth, Inc. and Serra Verde Acquisition Announcement April 20, 2026 Exhibit 99.2 Transcript of USA Rare Earth, Inc. and Serra Verde Acquisition Announcement April 20, 2026 Participants Barbara Humpton – Chief Executive Officer, USA Rare Earth, Inc. Thras Moraitis – Chief Executive Officer, Serra Verde Presentation Barbara Humpton - Chief Executive Officer, USA Rare Earth, Inc. I’m Barbara Humpton, Chief Executive Officer of USA Rare Earth. Today we’re announcing a
April 20, 2026	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2026 USA Rare Earth, In UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2026 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission Fil
April 20, 2026	EX-99.2	Transcript of USA Rare Earth, Inc. and Serra Verde Acquisition Announcement April 20, 2026 Exhibit 99.2 Transcript of USA Rare Earth, Inc. and Serra Verde Acquisition Announcement April 20, 2026 Participants Barbara Humpton – Chief Executive Officer, USA Rare Earth, Inc. Thras Moraitis – Chief Executive Officer, Serra Verde Presentation Barbara Humpton - Chief Executive Officer, USA Rare Earth, Inc. I’m Barbara Humpton, Chief Executive Officer of USA Rare Earth. Today we’re announcing a
April 20, 2026	EX-10.1	VOTING AND SUPPORT AGREEMENT Exhibit 10.1 Final Form VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 19, 2026, by and among (i) SVRE Holdings Ltd., a business company limited by shares incorporated under the laws of British Virgin Islands (the “Company”), and (ii) the undersigned stockholder (the “Stockholder”) of USA Rare Earth Inc. (“Parent”), in such Person’s capacity as
April 9, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2026 USA Rare Earth, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission File
April 9, 2026	EX-99.1	USA Rare Earth Announces Carester Investment and Strategic Partnership in France USA Rare Earth and InfraVia to Acquire Strategic Minority Stakes in Carester, a Leader in Rare Earth Processing and Separation Partnership Expands upon French Government Exhibit 99.1 USA Rare Earth Announces Carester Investment and Strategic Partnership in France USA Rare Earth and InfraVia to Acquire Strategic Minority Stakes in Carester, a Leader in Rare Earth Processing and Separation Partnership Expands upon French Government’s Previously Announced Financial Support for LCM Europe Metallization and Alloy Project in Lacq, France and Cements USA Rare Earth’s Lea
April 9, 2026	EX-99.2	USA RARE EARTH STRATEGIC INVESTMENT IN CARESTER Apri l 9, 2026 Exhibit 99.2 2© 2025 USA Rare Earth. All rights reserved. DISCLAIMER Forward Looking Statements Certain statements made in this Presentation are or contain “forward-looking statements” wi projectlioninvestor USA RARE EARTH STRATEGIC INVESTMENT IN CARESTER Apri l 9, 2026 Exhibit 99.
March 30, 2026	EX-99.1	USA Rare Earth Reports Fourth Quarter and Full-Year 2025 Financial Results Exhibit 99.1 USA Rare Earth Reports Fourth Quarter and Full-Year 2025 Financial Results STILLWATER, Okla. - March 30, 2026 – USA Rare Earth, Inc. (Nasdaq: USAR) (the Company), an emerging global leader in rare earths, today announced its financial and operational results for the fourth quarter and year ended December 31, 2025. Executive Commentary “2025 was the year that USA Rare Earth set the fou
March 30, 2026	EX-10.45	White & Case LLP 1221 Avenue of the Americas New York, New York 10020-1095 VJ Employment Agreement (WC 3.6.2026)v3 - 3/7/2026 8:45 PM Dated 3/7/2026 Employment Agreement between Valerie Ford Jacob the Executive and USA Rare Earth, Inc. the Company Ex ex1045clojacobemployment White & Case LLP 1221 Avenue of the Americas New York, New York 10020-1095 VJ Employment Agreement (WC 3.
March 30, 2026	EX-21.1	USA Rare Earth, Inc. LIST OF REGISTRANT'S SUBSIDIARIES Exhibit 21.1 USA Rare Earth, Inc. LIST OF REGISTRANT'S SUBSIDIARIES Subsidiaries of Registrant Jurisdiction of Formation USA Rare Earth, LLC Delaware USA Rare Earth Magnets, LLC Delaware Round Top Mountain Development, LLC Delaware USA Rare Earth Services, LLC Florida USA Rare Earth Management Co, LLC Florida USA Rare Earth Real Estate, LLC Oklahoma Laconia Intermediate Acquisition Sub, Inc. Delaw
March 30, 2026	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41711 USA Rare Earth
March 30, 2026	EX-4.5	DESCRIPTION OF CAPITAL STOCK OF USAR Exhibit 4.5 DESCRIPTION OF CAPITAL STOCK OF USAR The following summary of the material terms of the capital stock of USAR is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to the USAR Charter, the 12% Series A Cumulative Convertible Preferred Stock (“Series A Preferred Stock”) Certificate of Designation, as amended, the USAR By
March 30, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2026 USA Rare Earth, In UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission Fil
March 12, 2026	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 PROSPECTUS SUPPLEMENT No. 10 (to Prospectus dated July 21, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated July 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287410). Capitalized terms used in this prospectus suppl
March 12, 2026	EX-99.1	USA Rare Earth Appoints Dr. Thomas Caulfield to Board of Directors Exhibit 99.1 USA Rare Earth Appoints Dr. Thomas Caulfield to Board of Directors STILLWATER, OK, March 12, 2026 – USA Rare Earth, Inc. (Nasdaq: USAR) (“USAR”) today announced the appointment of Dr. Thomas Caulfield to its Board of Directors, effective March 9, 2026. Dr. Caulfield currently serves as Executive Chairman of GlobalFoundries (Nasdaq: GFS) and brings decades of experience spanning engine
March 12, 2026	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-290723 PROSPECTUS SUPPLEMENT No. 8 (to Prospectus dated October 27, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated October 27, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-290723). Capitalized terms used in this prospectus
March 12, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2026 USA Rare Earth, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission File
March 12, 2026	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-293172 PROSPECTUS SUPPLEMENT No. 2 (to Prospectus dated February 11, 2026) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated February 11, 2026 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-293172). Capitalized terms used in this prospectu
March 5, 2026	EX-10.1	VOTING AND SUPPORT AGREEMENT Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2026, by and among USA Rare Earth, Inc., a Delaware corporation (“Parent”) and the undersigned (the “Stockholder” and together with the Parent, the “Parties”), in such Person’s capacity as a stockholder of Texas Mineral Resources Corp., a Delaware corporation (the “Company”)[, and not i
March 5, 2026	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-290723 PROSPECTUS SUPPLEMENT No. 7 (to Prospectus dated October 27, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated October 27, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-290723). Capitalized terms used in this prospectus
March 5, 2026	EX-2.1	Dated March 4, 2026 Agreement and Plan of Merger Texas Mineral Resources Corp. as Company, USA Rare Earth, Inc. as Parent, Hamer Merger Sub, Inc. as First Merger Sub, Hamer Merger Sub, LLC as Second Merger Sub Table of Contents Exhibit 2.1 Dated March 4, 2026 Agreement and Plan of Merger among Texas Mineral Resources Corp. as Company, USA Rare Earth, Inc. as Parent, Hamer Merger Sub, Inc. as First Merger Sub, and Hamer Merger Sub, LLC as Second Merger Sub Table of Contents Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 2 Section 1.01 The Mergers. 2 Section 1.02 Closing 2 Section 1.03 Effective Time 3 Section 1.04 Eff
March 5, 2026	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2026 USA Rare Earth, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2026 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission File
March 5, 2026	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-293172 PROSPECTUS SUPPLEMENT No. 1 (to Prospectus dated February 11, 2026) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated February 11, 2026 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-293172). Capitalized terms used in this prospectu
March 5, 2026	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 PROSPECTUS SUPPLEMENT No. 9 (to Prospectus dated July 21, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated July 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287410). Capitalized terms used in this prospectus supple
March 5, 2026	EX-2.1	Dated March 4, 2026 Agreement and Plan of Merger Texas Mineral Resources Corp. as Company, USA Rare Earth, Inc. as Parent, Hamer Merger Sub, Inc. as First Merger Sub, Hamer Merger Sub, LLC as Second Merger Sub Table of Contents Exhibit 2.1 Dated March 4, 2026 Agreement and Plan of Merger among Texas Mineral Resources Corp. as Company, USA Rare Earth, Inc. as Parent, Hamer Merger Sub, Inc. as First Merger Sub, and Hamer Merger Sub, LLC as Second Merger Sub Table of Contents Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 2 Section 1.01 The Mergers. 2 Section 1.02 Closing 2 Section 1.03 Effective Time 3 Section 1.04 Eff
March 5, 2026	EX-99.1	USA Rare Earth to Acquire Texas Mineral Resources Corporation Transaction Establishes USAR as Exclusive Operator of the Round Top Heavy Rare Earth and Critical Minerals Project Round Top is North America’s Richest Known Deposit of Heavy Rare Earths a Exhibit 99.1 USA Rare Earth to Acquire Texas Mineral Resources Corporation Transaction Establishes USAR as Exclusive Operator of the Round Top Heavy Rare Earth and Critical Minerals Project Round Top is North America’s Richest Known Deposit of Heavy Rare Earths and Critical Minerals STILLWATER, OK, March 5, 2026 – USA Rare Earth, Inc. (Nasdaq: USAR) (“USAR”) and Texas Mineral Resources Corp. (OTCQ
March 5, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2026 USA Rare Earth, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2026 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission File
March 5, 2026	EX-99.1	USA Rare Earth to Acquire Texas Mineral Resources Corporation Transaction Establishes USAR as Exclusive Operator of the Round Top Heavy Rare Earth and Critical Minerals Project Round Top is North America’s Richest Known Deposit of Heavy Rare Earths a Exhibit 99.1 USA Rare Earth to Acquire Texas Mineral Resources Corporation Transaction Establishes USAR as Exclusive Operator of the Round Top Heavy Rare Earth and Critical Minerals Project Round Top is North America’s Richest Known Deposit of Heavy Rare Earths and Critical Minerals STILLWATER, OK, March 5, 2026 – USA Rare Earth, Inc. (Nasdaq: USAR) (“USAR”) and Texas Mineral Resources Corp. (OTCQ
March 5, 2026	EX-10.1	VOTING AND SUPPORT AGREEMENT Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2026, by and among USA Rare Earth, Inc., a Delaware corporation (“Parent”) and the undersigned (the “Stockholder” and together with the Parent, the “Parties”), in such Person’s capacity as a stockholder of Texas Mineral Resources Corp., a Delaware corporation (the “Company”)[, and not i
February 26, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 USA Rare Earth, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission
February 12, 2026	424B3	USA RARE EARTH, INC. Secondary Offering of 76,311,179 SHARES OF COMMON STOCK PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-293172 USA RARE EARTH, INC. Secondary Offering of 76,311,179 SHARES OF COMMON STOCK This prospectus relates to the offer and resale, from time to time, by the selling stockholders named in this prospectus (including their respective transferees, donees, pledgees or other successors-in-interest (the “Selling Stockholders”)) of up to 7
February 3, 2026	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2025 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorpora
February 3, 2026	S-1	As filed with the U.S. Securities and Exchange Commission on February 3, 2026 As filed with the U.S. Securities and Exchange Commission on February 3, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorporation or organization)
February 3, 2026	EX-FILING FEES	CALCULATION OF FILING FEE TABLES USA Rare Earth, Inc. Table 1: Newly Registered and Carry Forward Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 USA Rare Earth, Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1)
February 3, 2026	EX-21.1	LIST OF SUBSIDIARIES OF USA RARE EARTH, INC Exhibit 21.1 Subsidiary Jurisdiction of formation USA Rare Earth, LLC Delaware USA Rare Earth Magnets, LLC Delaware Round Top Mountain Development, LLC Delaware USA Rare Earth Services, LLC Florida USA Rare Earth Management Co, LLC Florida USA Rare Earth Real Estate, LLC Oklahoma Laconia Intermediate Acquisition Sub, Inc. Delaware Laconia Acquisition Sub Limited England and Wales Indian Ocean Rare
January 29, 2026	424B3	USA Rare Earth, Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-290723 PROSPECTUS SUPPLEMENT No. 6 (to Prospectus dated October 27, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated October 27, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-290723). Capitalized terms used in this prospectus
January 29, 2026	424B3	USA Rare Earth, Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 PROSPECTUS SUPPLEMENT No. 8 (to Prospectus dated July 21, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287410). Capitalized terms used in this prospectus supple
January 29, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2026 USA Rare Earth, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2026 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission F
January 29, 2026	EX-99.1	USA Rare Earth Announces Closing of $1.5 Billion PIPE Financing Exhibit 99.1 USA Rare Earth Announces Closing of $1.5 Billion PIPE Financing STILLWATER, Okla., Jan. 29, 2026 (GLOBE NEWSWIRE) – USA Rare Earth, Inc. (Nasdaq: USAR) (USAR or the Company), today announced the closing of its previously announced private investment in public equity (PIPE) financing. The PIPE was anchored by Inflection Point, with participation from other fundamental and strategic inv
January 26, 2026	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-290723 PROSPECTUS SUPPLEMENT No. 5 (to Prospectus dated October 27, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated October 27, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-290723). Capitalized terms used in this prospectus
January 26, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2026 USA Rare Earth, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2026 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission F
January 26, 2026	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 PROSPECTUS SUPPLEMENT No. 7 (to Prospectus dated July 21, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated July 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287410). Capitalized terms used in this prospectus supple
January 26, 2026	EX-99.2	January 2026 USA RARE EARTH INVESTOR PRESENTATION 2 © 2026 USA Rare Earth. All rights reserved. DISCLAIMER About this Presentation This presentation and the accompanying oral presentation (this “Presentation”) are highly confidential, have been prepa Exhibit 99.2 January 2026 USA RARE EARTH INVESTOR PRESENTATION 2 © 2026 USA Rare Earth. All rights reserved. DISCLAIMER About this Presentation This presentation and the accompanying oral presentation (this “Presentation”) are highly confidential, have been prepared so lel y for informational purposes and are intended only for “accredited investors” within the meaning of Rule 501(a) under the Sec
January 26, 2026	EX-99.3	1 © 2026 USA Rare Earth. All rights reserved. KEY MILESTONES • Raise at least $500M net proceeds from non - federal sources • Two MOUs from semiconductor companies • Feedstock Supply Agreements through 2027 • Exercise of surface purchase option with Exhibit 99.3 1 © 2026 USA Rare Earth. All rights reserved. KEY MILESTONES • Raise at least $500M net proceeds from non - federal sources • Two MOUs from semiconductor companies • Feedstock Supply Agreements through 2027 • Exercise of surface purchase option with Texas GLO • Implement certain third - party recommendations and third - party validation of Nuclear Material Licensing Requirements at Wh
January 26, 2026	EX-4.1	WARRANT AGREEMENT Exhibit 4.1 AMENDMENT TO WARRANT AGREEMENT This Amendment is made and entered into as of January 26, 2026 (this “Amendment”), by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”) and the undersigned holder (the “Warrant Holder”) of a warrant to purchase shares of common stock, par value $0.0001 per share, of the Company, initially exercisable on March 13, 2025 and expiring o
January 26, 2026	EX-10.2	REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January [ ], 2026 by and among USA Rare Earth, Inc., a Delaware corporation (the “Company”), and the purchasers named in the Securities Purchase Agreement, dated as of January 26, 2026, between the Company and each of the Investors identified on the sign
January 26, 2026	EX-3.1	CERTIFICATE OF AMENDMENT CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK USA RARE EARTH, INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK OF USA RARE EARTH, INC. USA Rare Earth, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is USA Rare Earth, Inc. Th
January 26, 2026	EX-99.1	USA Rare Earth Announces Letter of Intent with the U.S. Government for Access to $1.6 Billion in Funding to Accelerate the Domestic Heavy Rare Earth Value Chain. Concurrently, USA Rare Earth Raises $1.5 Billion in Private Sector Investment. LOI from Exhibit 99.1 USA Rare Earth Announces Letter of Intent with the U.S. Government for Access to $1.6 Billion in Funding to Accelerate the Domestic Heavy Rare Earth Value Chain. Concurrently, USA Rare Earth Raises $1.5 Billion in Private Sector Investment. LOI from the Department of Commerce’s CHIPS Program Includes Proposed $277 Million of Federal Funding and a $1.3 Billion Senior Secured Loan from
January 26, 2026	EX-4.2	USA Rare Earth, Inc. Pre-Funded Warrant To Purchase Common Stock Exhibit 4.2 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI
January 26, 2026	EX-10.1	SECURITIES PURCHASE AGREEMENT Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 26, 2026, by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
November 18, 2025	424B3	USA Rare Earth, Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-290723 PROSPECTUS SUPPLEMENT No. 4 (to Prospectus dated October 27, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated October 27, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-290723). Capitalized terms used in this prospectus
November 18, 2025	EX-10.1	REGISTRATION RIGHTS AGREEMENT BY AND AMONG USA RARE EARTH, INC., LACONIA ACQUISITION SUB LIMITED, THE STOCKHOLDERS PARTY HERETO GRANT SMITH, AS THE STOCKHOLDER REPRESENTATIVE Dated as of November 18, 2025 TABLE OF CONTENTS Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT BY AND AMONG USA RARE EARTH, INC., LACONIA ACQUISITION SUB LIMITED, THE STOCKHOLDERS PARTY HERETO AND GRANT SMITH, AS THE STOCKHOLDER REPRESENTATIVE Dated as of November 18, 2025 TABLE OF CONTENTS Page Article I Resale Registration 1 Section 1.1 Resale Registration Statement 1 Section 1.2 Effectiveness Period 1 Section 1.3 Subsequent Shelf Registration 2
November 18, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2025 USA Rare Earth, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2025 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission
November 18, 2025	EX-99.1	USA Rare Earth Closes Acquisition of Less Common Metals Exhibit 99.1 USA Rare Earth Closes Acquisition of Less Common Metals STILLWATER, Okla., November 18, 2025 – USA Rare Earth, Inc. (Nasdaq: USAR) (USAR or the Company) today announced the completion of its acquisition of Less Common Metals Ltd. (LCM). LCM is the leading scaled ex-China rare earth metal and alloy manufacturer, with established leadership in Samarium, Samarium Cobalt and Neodymium Pra
November 18, 2025	424B3	USA Rare Earth, Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 PROSPECTUS SUPPLEMENT No. 6 (to Prospectus dated July 21, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287410). Capitalized terms used in this prospectus supple
November 6, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2025 USA Rare Earth, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2025 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission F
November 6, 2025	424B3	USA Rare Earth, Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 PROSPECTUS SUPPLEMENT No. 5 (to Prospectus dated July 21, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287410). Capitalized terms used in this prospectus supple
November 6, 2025	424B3	USA Rare Earth, Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-290723 PROSPECTUS SUPPLEMENT No. 3 (to Prospectus dated October 27, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated October 27, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-290723). Capitalized terms used in this prospectus
November 6, 2025	EX-16.1	November 1, 2025 Exhibit 16.1 November 1, 2025 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on November 1, 2025, to be filed by our former client, USA Rare Earth, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, /s
November 6, 2025	EX-99.1	USA Rare Earth Reports its Third Quarter 2025 Financial Results Exhibit 99.1 USA Rare Earth Reports its Third Quarter 2025 Financial Results STILLWATER, Okla. - November 6, 2025 – USA Rare Earth, Inc. (Nasdaq: USAR) (USAR or the Company) today announced its financial and operational results for the third quarter and nine months ended September 30, 2025. Third Quarter Highlights •Business Highlights ◦Identified a flow sheet for the Round Top development project
November 6, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41711 USA R
November 6, 2025	EX-10.5	EMPLOYMENT AGREEMENT Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of the 28th day of September 2025, by and between Barbara Humpton (the “Executive”) and USA Rare Earth, Inc., a Delaware corporation (the “Company”). This Agreement shall be effective as of October 1, 2025 (the “Effective Date”). RECITALS WHEREAS, effective as of the Effective Date, the Company desire
November 6, 2025	424B3	USA Rare Earth, Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 PROSPECTUS SUPPLEMENT No. 4 (to Prospectus dated July 21, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287410). Capitalized terms used in this prospectus supple
November 6, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 USA Rare Earth, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission F
November 6, 2025	424B3	USA Rare Earth, Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-290723 PROSPECTUS SUPPLEMENT No. 2 (to Prospectus dated October 27, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated October 27, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-290723). Capitalized terms used in this prospectus
November 6, 2025	EX-10.6	GENERAL SEPARATION AND RELEASE OF CLAIMS AGREEMENT GENERAL SEPARATION AND RELEASE OF CLAIMS AGREEMENT This General Separation and Release of Claims Agreement (this “Release”) is entered into by Joshua Ballard (“Participant”) and USA Rare Earth, Inc.
October 30, 2025	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-290723 PROSPECTUS SUPPLEMENT No. 1 (to Prospectus dated October 27, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated October 27, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-290723). Capitalized terms used in this prospectus
October 30, 2025	EX-99.1	NOTICE OF REDEMPTION TO THE HOLDERS OF USA RARE EARTH, INC. Warrants (CUSIP No. 91733P 115)* Exhibit 99.1 BY FIRST CLASS MAIL October 30, 2025 NOTICE OF REDEMPTION TO THE HOLDERS OF USA RARE EARTH, INC. Warrants (CUSIP No. 91733P 115)* NOTICE IS HEREBY GIVEN, as of October 30, 2025, that USA Rare Earth, Inc., a Delaware corporation (the “Company”), has elected to redeem, at 5:00 p.m. New York City time on December 1, 2025 (the “Redemption Date”), all of the Company’s outstanding warrants
October 30, 2025	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 PROSPECTUS SUPPLEMENT No. 3 (to Prospectus dated July 21, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated July 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287410). Capitalized terms used in this prospectus supple
October 30, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025 USA Rare Earth, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission F
October 28, 2025	424B3	USA RARE EARTH, INC. Secondary Offering of 8,333,333 SHARES OF COMMON STOCK PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-290723 USA RARE EARTH, INC. Secondary Offering of 8,333,333 SHARES OF COMMON STOCK This prospectus relates to the offer and resale, from time to time, by the selling stockholder named in this prospectus (including its transferees, donees, pledgees or other successors-in-interest (the “Selling Stockholder”)) of up to 8,333,333 shares
October 6, 2025	EX-21.1	LIST OF SUBSIDIARIES OF USA RARE EARTH, INC. Exhibit 21.1 Subsidiary Jurisdiction of formation USA Rare Earth, LLC Delaware USA Rare Earth Magnets, LLC Delaware Round Top Mountain Development, LLC Delaware USA Rare Earth Technologies, LLC Delaware USA Rare Earth Services, LLC Florida USA Rare Earth Management Co, LLC Florida USA Rare Earth Real Estate, LLC Oklahoma Laconia Acquisition Sub Limited England and Wales
October 6, 2025	S-1	As filed with the U.S. Securities and Exchange Commission on October 3, 2025 As filed with the U.S. Securities and Exchange Commission on October 3, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorporation or organization)
October 6, 2025	EX-FILING FEES	CALCULATION OF FILING FEE TABLES USA RARE EARTH, INC. Table 1: Newly Registered and Carry Forward Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 USA RARE EARTH, INC. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1)
September 29, 2025	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 PROSPECTUS SUPPLEMENT No. 2 (to Prospectus dated July 21, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated July 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287410). Capitalized terms used in this prospectus supple
September 29, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2025 USA Rare Earth UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2025 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission
September 29, 2025	EX-2.1	SHARE PURCHASE AGREEMENT by and among INDIAN OCEAN RARE METALS PTE. LTD., USA RARE EARTH, INC., Laconia Acquisition sub LIMITED, THE PERSONS LISTED ON ANNEX I ATTACHED HERETO GRANT SMITH, AS SELLER REPRESENTATIVE TABLE OF CONTENTS Exhibit 2.1 Execution Version SHARE PURCHASE AGREEMENT by and among INDIAN OCEAN RARE METALS PTE. LTD., USA RARE EARTH, INC., Laconia Acquisition sub LIMITED, THE PERSONS LISTED ON ANNEX I ATTACHED HERETO and GRANT SMITH, AS SELLER REPRESENTATIVE TABLE OF CONTENTS Page ARTICLE I. PURCHASE AND SALE OF THE SHARES 1 1.1 Delivery of Closing Payment Certificate; Calculation of Purchase Price 1 1.2 Purc
September 29, 2025	EX-10.2	REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2025 by and among USA Rare Earth, Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated as of September 24, 2025, between the Company and each of the Investors identified on the
September 29, 2025	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-287411 PROSPECTUS SUPPLEMENT No. 3 (to Prospectus dated July 2, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated July 2, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287411). Capitalized terms used in this prospectus suppleme
September 29, 2025	EX-99.1	USA Rare Earth Accelerates Mine-to-Magnet Strategy with the Transformative Acquisition of Less Common Metals (LCM) Establishes USAR as the Leading Scaled Rare Earth Metal and Alloy Manufacturer Outside of China with Leadership in Samarium, Samarium C Exhibit 99.1 USA Rare Earth Accelerates Mine-to-Magnet Strategy with the Transformative Acquisition of Less Common Metals (LCM) Establishes USAR as the Leading Scaled Rare Earth Metal and Alloy Manufacturer Outside of China with Leadership in Samarium, Samarium Cobalt and Neodymium Praseodymium Metals and Alloys Secures Critical Link in USAR’s Supply Chain by Providing Rare Earth Metal and Strip C
September 29, 2025	EX-99.2	USA Rare Earth Names Barbara Humpton as CEO Previously Served as President and CEO of Siemens USA Proven Leader with Decades of Experience Managing and Growing Complex, Technology- Driven Organizations in the Critical Infrastructure and National Defe Exhibit 99.2 USA Rare Earth Names Barbara Humpton as CEO Previously Served as President and CEO of Siemens USA Proven Leader with Decades of Experience Managing and Growing Complex, Technology- Driven Organizations in the Critical Infrastructure and National Defense Industries STILLWATER, OK, September 29, 2025 – USA Rare Earth, Inc. (Nasdaq: USAR) (“USAR” or the “Company”) today announced that it
September 29, 2025	EX-10.1	SECURITIES PURCHASE AGREEMENT Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 24, 2025, by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (including its successors and assigns, the “Purchasers”). WHEREAS, Company and each Purchaser is executing
September 29, 2025	EX-10.3	FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG USA RARE EARTH, INC., LACONIA ACQUISITION SUB LIMITED, THE STOCKHOLDERS PARTY HERETO GRANT SMITH, AS THE STOCKHOLDER REPRESENTATIVE Dated as of [ ● ], 2025 TABLE OF CONTENTS Exhibit 10.3 Final Form FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG USA RARE EARTH, INC., LACONIA ACQUISITION SUB LIMITED, THE STOCKHOLDERS PARTY HERETO AND GRANT SMITH, AS THE STOCKHOLDER REPRESENTATIVE Dated as of [ ● ], 2025 TABLE OF CONTENTS Page Article I Resale Registration 1 Section 1.1 Resale Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Re
August 11, 2025	EX-10.6	Form of RSU Agreement for Directors Exhibit 10.6 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE USA Rare Earth, Inc., a Delaware corporation (the “Company”), pursuant to the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of restricted stock units (“RSUs”) set forth below, each of which represents the righ
August 11, 2025	424B3	USA Rare Earth, Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 PROSPECTUS SUPPLEMENT No. 1 (to Prospectus dated July 21, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287410). Capitalized terms used in this prospectus supple
August 11, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41711 USA Rare E
August 11, 2025	424B3	USA Rare Earth, Inc. Filed pursuant to Rule 424(b)(3) Registration No. 333-287411 PROSPECTUS SUPPLEMENT No. 2 (to Prospectus dated July 2, 2025) USA Rare Earth, Inc. This prospectus supplement updates, amends and supplements the prospectus dated July 2, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287411). Capitalized terms used in this prospectus suppleme
August 11, 2025	EX-10.5	Form of RSU Agreement for Certain Officers and Employees Exhibit 10.5 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE USA Rare Earth, Inc., a Delaware corporation (the “Company”), pursuant to the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of restricted stock units (“RSUs”) set forth below, each of which represents the righ
August 11, 2025	EX-10.4	Form of RSU Agreement for Officers and Employees Exhibit 10.4 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE USA Rare Earth, Inc., a Delaware corporation (the “Company”), pursuant to the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of restricted stock units (“RSUs”) set forth below, each of which represents the righ
August 11, 2025	EX-99.1	USA Rare Earth Reports its Second Quarter 2025 Financial Results Exhibit 99.1 USA Rare Earth Reports its Second Quarter 2025 Financial Results STILLWATER, Okla. - August 11, 2025 – USA Rare Earth, Inc. (Nasdaq: USAR) (“USAR” or the “Company”) today announced its financial and operational results for the second quarter and six months ended June 30, 2025. Second Quarter Highlights •Stillwater, Oklahoma magnet facility on track for 1Q26 commissioning. •12 MOUs and
August 11, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 USA Rare Earth, I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission Fi
August 11, 2025	EX-10.3	Severance and Change of Control Protection Plan Exhibit 10.3 USA RARE EARTH, INC. SEVERANCE AND CHANGE OF CONTROL PROTECTION PLAN 1.ESTABLISHMENT; PURPOSE (a)Establishment. USA Rare Earth, Inc. (the “Company”) hereby establishes this USA Rare Earth, Inc. Severance and Change of Control Protection Plan (the “Plan”). (b)Purpose. The purpose of the Plan is to provide the Chief Executive Officer and certain other executives of the Company designate
July 23, 2025	S-8	As filed with the United States Securities and Exchange Commission on July 23, 2025 As filed with the United States Securities and Exchange Commission on July 23, 2025 Registration No.
July 23, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) USA Rare Earth, Inc.
July 21, 2025	424B3	USA RARE EARTH, INC. Primary Offering of up to 115,748,969 SHARES OF COMMON STOCK Secondary Offering of up to 140,665,609 SHARES OF COMMON STOCK 6,000,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK Filed pursuant to Rule 424(b)(3) Registration No. 333-287410 USA RARE EARTH, INC. Primary Offering of up to 115,748,969 SHARES OF COMMON STOCK Secondary Offering of up to 140,665,609 SHARES OF COMMON STOCK 6,000,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK This prospectus relates to the offer and sale by USA Rare Earth, Inc., a Delaware corporation (“us,” “we,” “New USARE,” or the “Company”) of
July 18, 2025	CORRESP	USA Rare Earth, Inc. 100 W Airport Road Stillwater, OK 74075 USA Rare Earth, Inc. 100 W Airport Road Stillwater, OK 74075 July 18, 2025 VIA EDGAR Michael Purcell and Kevin Dougherty Division of Corporation Finance Office of Energy and Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3233 Re: USA Rare Earth, Inc. Registration Statement on Form S-1 Filed May 20, 2025, as amended File No. 333-287410 Dear Mr. Purcell
July 11, 2025	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-287411 PROSPECTUS SUPPLEMENT No. 1 (to Prospectus dated July 2, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated July 2, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-287411). Capitalized terms used in this prospectus suppleme
July 10, 2025	S-1/A	As filed with the U.S. Securities and Exchange Commission on July 9, 2025 As filed with the U.S. Securities and Exchange Commission on July 9, 2025 Registration No. 333-287410 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorpora
July 10, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) USA RARE EARTH, INC.
July 9, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 4, 2025 USA RARE EARTH, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 4, 2025 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission File
July 9, 2025	EX-10.1	Separation Agreement between USA Rare Earth, Inc. and Steve Ridge, dated July 5, 2025. Exhibit 10.1 July 5, 2025 Mr. Steve Ridge Re: Separation and General Release Agreement Dear Steve: This Separation and General Release Agreement (this “Agreement”) confirms your retirement and separation from USA Rare Earth, Inc. (the “Company,” and together with its subsidiaries and affiliates, the “Company Group”), effective as of July 4, 2025 (the “Separation Date”). All compensation and benefi
July 9, 2025	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-283181 PROSPECTUS SUPPLEMENT No. 5 (to Prospectus dated February 14, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2025 (the “Prospectus”), as which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283181), as amended by Post-Effective Amendmen
July 2, 2025	424B3	USA RARE EARTH, INC. Secondary Offering of 21,428,572 SHARES OF COMMON STOCK Filed pursuant to Rule 424(b)(3) Registration No. 333-287411 USA RARE EARTH, INC. Secondary Offering of 21,428,572 SHARES OF COMMON STOCK This prospectus relates to the offer and resale, from time to time, by the selling stockholder named in this prospectus (including its transferees, donees, pledgees or other successors-in-interest (the “Selling Stockholder”) of up to 21,428,572 shares of common
July 1, 2025	CORRESP	USA Rare Earth, Inc. 100 W Airport Road Stillwater, OK 74075 USA Rare Earth, Inc. 100 W Airport Road Stillwater, OK 74075 July 1, 2025 VIA EDGAR Michael Purcell and Kevin Dougherty Division of Corporation Finance Office of Energy and Transportation U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-3233 Re: USA Rare Earth, Inc. Registration Statement on Form S-1 Filed May 20, 2025, as amended File No. 333-287411 Dear Mr. Purcell a
July 1, 2025	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-283181 PROSPECTUS SUPPLEMENT No. 4 (to Prospectus dated February 14, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2025 (the “Prospectus”), as which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283181), as amended by Post-Effective Amendmen
July 1, 2025	8-K	Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2025 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission File
June 18, 2025	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-283181 PROSPECTUS SUPPLEMENT No. 3 (to Prospectus dated February 14, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2025 (the “Prospectus”), as which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283181), as amended by Post-Effective Amendmen
June 18, 2025	8-K	Regulation FD Disclosure UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2025 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission File
June 18, 2025	EX-99.1	Page USA Rare Earth Financial Statements Consolidated Audited Financial Statements Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for Exhibit 99.1 Page USA Rare Earth Financial Statements Consolidated Audited Financial Statements Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-5 Consolidated Statement of Mezzanine Equity for the Year Ended December 31, 2024 F-6 Consol
June 17, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) USA RARE EARTH, INC.
June 17, 2025	S-1/A	As filed with the U.S. Securities and Exchange Commission on June 16, 2025 As filed with the U.S. Securities and Exchange Commission on June 16, 2025 Registration No. 333-287410 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorpor
June 16, 2025	CORRESP	June 16, 2025 June 16, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.
June 16, 2025	S-1/A	As filed with the U.S. Securities and Exchange Commission on June 16, 2025 As filed with the U.S. Securities and Exchange Commission on June 16, 2025 Registration No. 333-287411 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorpor
June 16, 2025	CORRESP	2 June 16, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.
June 11, 2025	424B3	USA RARE EARTH, INC. Filed pursuant to Rule 424(b)(3) Registration No. 333-283181 PROSPECTUS SUPPLEMENT No. 2 (to Prospectus dated February 14, 2025) USA RARE EARTH, INC. This prospectus supplement updates, amends and supplements the prospectus dated February 14, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-283181), as amended by Post-Effective Amendment N
June 10, 2025	LETTER	LETTER June 10, 2025 Joshua Ballard Chief Executive Officer USA Rare Earth, Inc. 100 W Airport Road Stillwater, OK 74075 Re: USA Rare Earth, Inc. Registration Statement on Form S-1 Filed May 20, 2025 File No. 333-287410 Dear Joshua Ballard: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration stateme
June 10, 2025	LETTER	LETTER June 10, 2025 Joshua Ballard Chief Executive Officer USA Rare Earth, Inc. 100 W Airport Road Stillwater, OK 74075 Re: USA Rare Earth, Inc. Registration Statement of Form S-1 Filed May 20, 2025 File No. 333-287411 Dear Joshua Ballard: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration stateme
June 2, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State
May 22, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
May 20, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) USA RARE EARTH, INC.
May 20, 2025	EX-FILING FEES	Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) USA RARE EARTH, INC.
May 20, 2025	S-1	As filed with the U.S. Securities and Exchange Commission on May 19, 2025 As filed with the U.S. Securities and Exchange Commission on May 19, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorporation or organization) (Pr
May 20, 2025	S-1	As filed with the U.S. Securities and Exchange Commission on May 19, 2025 As filed with the U.S. Securities and Exchange Commission on May 19, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 3490 98-1720278 (State or other jurisdiction of incorporation or organization) (Pr
May 15, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41711 USA RARE E
May 15, 2025	EX-4.2	Form of Warrant issued to PIPE Investors Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
May 14, 2025	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41711 98-1720278 (State or Other Jurisdiction of Incorporation) (Commission File
May 14, 2025	EX-99.1	USA Rare Earth Reports its First Quarter 2025 Financial Results Exhibit 99.1 USA Rare Earth Reports its First Quarter 2025 Financial Results STILLWATER, Okla. - May 14, 2025 – USA Rare Earth, Inc. (Nasdaq: USAR) (“USAR” or the “Company”) today announced its financial results for the first quarter ended March 31, 2025. First Quarter Highlights ● Merged with Inflection Point and began trading on Nasdaq on March 14 ● Commissioned our Innovations Lab at our Stillw
May 5, 2025	EX-4.1	Common Stock Purchase Warrant, Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
May 5, 2025	EX-10.2	Registration Rights Agreement, dated as of May 2, 2025, by and between USA Rare Earth, Inc. and the holder party thereto (incorporated herein by reference to Exhibit 10.2 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on May 5, 2025). Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2025 by and among USA Rare Earth, Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Amended and Restated Securities Purchase Agreement, dated as of April 29, 2025, between the Company and each of the Investors identifi
May 5, 2025	EX-3.2	1, 2025, to USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock Exhibit 3.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK OF USA RARE EARTH, INC. USA Rare Earth, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is USA Rare Earth, Inc. Th
May 5, 2025	EX-4.5	Form of Waiver to Warrants issued to Series A Investors and PIPE Investors (incorporated herein by reference to Exhibit 4.5 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on May 5, 2025). Exhibit 4.5 WAIVER TO WARRANT AGREEMENT This Waiver is made and entered into as of April , 2025 (this “Waiver”), by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”) and the undersigned holder (the “Warrant Holder”) of a warrant to purchase shares of common stock, par value $0.0001 per share, of the Company, initially exercisable on March 13, 2025 and expiring on March 13, 2
May 5, 2025	EX-4.2	May 2025 PIPE Pre-Funded Warrant, dated May 2, 2025 (incorporated herein by reference to Exhibit 4.2 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on May 5, 2025). Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T
May 5, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 USA Rare Earth, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission File N
May 5, 2025	EX-99.1	USA Rare Earth Announces Closing of $75 Million PIPE Financing Exhibit 99.1 USA Rare Earth Announces Closing of $75 Million PIPE Financing STILLWATER, Okla. – May 5, 2025 – USA Rare Earth, Inc. (Nasdaq: USAR) (USAR or the Company), today announced the closing of its previously announced private investment in public equity (“PIPE”) financing. The PIPE is with a single institutional investor for total gross proceeds of $75 million. The Company intends to use th
May 5, 2025	EX-10.1	Amended and Restated Securities Purchase Agreement, dated as of April 29, 2025, by and between USA Rare Earth, Inc. and the investor named therein. Exhibit 10.1 Execution Version AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2025, by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (including its successors and assigns, the “Purchasers”). WHEREAS, t
April 30, 2025	EX-10.1	Securities Purchase Agreement, dated as of April 29, 2025, by and between the Company and the Purchaser. Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2025, by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (including its successors and assigns, the “Purchasers”). WHEREAS, the Company and each Purchaser is executing
April 30, 2025	EX-4.2	Form of Pre-Funded Warrant. Exhibit 4.2 [FORM OF PRE-FUNDED WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
April 30, 2025	EX-99.1	USA Rare Earth Announces $75 million PIPE Investment Exhibit 99.1 USA Rare Earth Announces $75 million PIPE Investment STILLWATER, Okla. – April 30, 2025 – USA Rare Earth, Inc. (Nasdaq: USAR) (USAR or the Company) today announced that it has entered into a securities purchase agreement with a single new fundamental institutional investor to raise $75 million of equity capital via a private investment in public equity (“PIPE”). The Company intends to
April 30, 2025	EX-10.2	Form of Registration Rights Agreement by and between the Company and the Purchaser. Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April [ ], 2025 by and among USA Rare Earth, Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated as of April 29, 2025, between the Company and each of the Investors identified on the signatu
April 30, 2025	EX-4.1	Form of Warrant. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
April 30, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2025 USA Rare Earth, In UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2025 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission Fil
April 25, 2025	8-K	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2025 USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation) (Commission Fil
April 25, 2025	EX-16.1	Letter Regarding Change in Accountants (incorporated herein by reference to Exhibit 16.1 filed with the Current Report on Form 8-K (Reg. No.001-41711) filed by the registrant on April 25, 2025). Exhibit 16.1 April 25, 2025 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street N. W. Washington, DC 20549 Re: USA Rare Earth, Inc. Ladies and Gentlemen: We have read Item 4.01 of Form 8-K filed with the U.S. Securities and Exchange Commission on April 25, 2025 of USA Rare Earth, Inc., formerly known as Inflection Point Acquisition Corp. II (the “Company”) and agree
April 22, 2025	POS AM	As filed with the Securities and Exchange Commission on April 21, 2025 As filed with the Securities and Exchange Commission on April 21, 2025 Registration No.
April 21, 2025	CORRESP	April 21, 2025 April 21, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.
April 8, 2025	LETTER	LETTER April 8, 2025 Joshua Ballard Chief Executive Officer USA Rare Earth, Inc. 100 W Airport Road Stillwater, OK 74075 Joshua Ballard Chief Executive Officer USA Rare Earth, LLC 100 W Airport Road Stillwater, Oklahoma 74075 Re: USA Rare Earth, Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-4 Filed March 24, 2025 File No. 333-283181 Dear Joshua Ballard and Joshua Ballard: We hav
March 31, 2025	EX-97.1	Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1. Exhibit 97.1 USA Rare Earth, Inc. Clawback Policy (Adopted March 13, 2025) The Board of Directors (the “Board”) of USA Rare Earth, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to establish and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board
March 31, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-41711 USA Rare Earth, Inc. (Exac
March 31, 2025	EX-19	USA Rare Earth, Inc. Insider Trading Policy Exhibit 19 USA RARE EARTH, INC. INSIDER TRADING POLICY (Adopted March 13, 2025) This Insider Trading Policy (this “Policy”) provides guidance to directors, officers, employees and consultants of USA Rare Earth, Inc. and its subsidiaries (collectively, the “Company”) with respect to transactions in the Company’s securities (such as common stock, options to buy or sell common stock, warrants, conver
March 31, 2025	EX-10.38	Seventh Amended and Restated Operating Agreement of USA Rare Earth, LLC (incorporated herein by reference to Exhibit 10.38 filed with the Annual Report on Form 10-K (Reg. No. 001-41711) filed by the registrant on March 31, 2025). Exhibit 10.38 SEVENTH AMENDED AND RESTATED OPERATING AGREEMENT OF USA RARE EARTH, LLC This SEVENTH AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of USA RARE EARTH, LLC, a Delaware limited liability company (the “Company”), effective as of March 13, 2025 (the “Effective Date”), is entered into by and between the Company and USA RARE EARTH INC. (f/k/a INFLECTION POINT ACQUISITION CORP.
March 31, 2025	EX-4.6	Descriptions of Registrant’s Securities. Exhibit 4.6 DESCRIPTION OF SECURITIES The following summary of the material terms of the capital stock of USA Rare Earth, Inc. (the “Company”) is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our certificate of incorporation, the Series A Preferred Stock Certificate of Designation, our bylaws, the Warrant Agreement, and the
March 31, 2025	EX-10.1	Amended and Restated Registration Rights Agreement, dated as of March 13, 2025, by and among USA Rare Earth, Inc., Inflection Point Holdings II LLC and certain other holders of USA Rare Earth, Inc (incorporated herein by reference to Exhibit 10.1 filed with the Annual Report on Form 10-K (Reg. No. 001-41711) filed by the registrant on March 31, 2025). Exhibit 10.1 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2024, is made and entered into by and among USA Rare Earth, Inc. a Delaware corporation (formerly known as Inflection Point Acquisition Corp. II, a Cayman Islands exempted company limited by shares, prior to the Domestic
March 24, 2025	8-K12B/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporat
March 24, 2025	POS AM	As filed with the Securities and Exchange Commission on March 21, 2025 As filed with the Securities and Exchange Commission on March 21, 2025 Registration No.
March 24, 2025	EX-99.1	Audited financial statements of Inflection Point Acquisition Corp. II, as of December 31, 2024 and 2023 and for the year ended December 31, 2024 and the period from March 6, 2023 (Inception) through December 31, 2023. Exhibit 99.1 Index to Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195) F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Shareholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 to F-26 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of
March 19, 2025	EX-3.3	Bylaws of USA Rare Earth, Inc. (incorporated herein by reference to Exhibit 3.3 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 3.3 USA Rare Earth, Inc. BYLAWS Table of Contents STOCKHOLDERS MEETINGS 1 1. Time and Place of Meetings 1 2. Annual Meetings 1 3. Special Meetings 1 4. Notice of Meetings 1 5. Inspectors 1 6. Quorum 2 7. Voting; Proxies 2 8. Order of Business 2 9. Notice of Stockholder Proposals 2 10. Notice of Director Nominations 5 11. Additional Provisions Relating to the Notice of Stockholder Business
March 19, 2025	EX-10.37	Termination Agreement, dated as of March 13, 2025, between USA Rare Earth, Inc. (f/k/a Inflection Point Acquisition Corp. II) and Michael Blitzer (incorporated herein by reference to Exhibit 10.37 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 10.37 Execution Version TERMINATION AGREEMENT This Termination Agreement, dated as of March 13, 2025 (the “Termination Agreement”), by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Maker”) and Michael Blitzer (the “Payee” and together with the Maker, the “Parties” and each, a “Party”). Capitalized terms used, but not otherwise defined, herein shal
March 19, 2025	EX-10.1	Form of Amended and Restated Registration Rights Agreement, dated as of March 13, 2025, by and among USA Rare Earth, Inc., Inflection Point Holdings II LLC and certain other holders of USA Rare Earth, Inc. Exhibit 10.1 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2024, is made and entered into by and among USA Rare Earth, Inc. a Delaware corporation (formerly known as Inflection Point Acquisition Corp. II, a Cayman Islands exempted company limited by shares, prior to the Domestic
March 19, 2025	EX-99.1	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 Index to Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195) F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Shareholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 to F-26 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of
March 19, 2025	EX-10.3	Sponsor Lock-Up Agreement, dated as of March 13, 2025, by and between USA Rare Earth, Inc. and Inflection Point Holdings II LLC (incorporated herein by reference to Exhibit 10.3 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 10.3 Execution Version FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of March 13, 2025, is made and entered into by and among USA Rare Earth, Inc., a Delaware corporation (the “Company”) (formerly known as Inflection Point Acquisition Corp. II, a Cayman Islands exempted company limited by shares, prior to its domestication as a Delaware corporation), and Inf
March 19, 2025	EX-99.5	UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF DECEMBER 31, 2024 (in thousands, except share and per share amounts) Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION USA Rare Earth, Inc. (“New USARE” f/k/a Inflection Point Acquisition Corp. II, “Inflection Point”) is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination and related transactions. The following unaudited pro form
March 19, 2025	EX-4.4	Form of Warrant issued to each Series A Investor (incorporated herein by reference to Exhibit 4.4 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 4.4 COMMON STOCK PURCHASE WARRANT USA Rare Earth, Inc. Warrant Shares: [] Initial Exercise Date: March 13, 2025 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “
March 19, 2025	EX-99.2	2 Exhibit 99.2 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. References to the “Company,” “Inflection Point Acquisition Corp. II,” “our,” “us” or “we” refer to Inflection Point Acquisition Corp. II. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financ
March 19, 2025	EX-2.4	Certificate of Merger of IPXX Merger Sub, LLC with and into USA Rare Earth, Inc. (incorporated herein by reference to Exhibit 2.4 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 2.4 CERTIFICATE OF MERGER OF IPXX MERGER SUB, LLC WITH AND INTO USA RARE EARTH, LLC March 13, 2025 Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, as amended, the undersigned has executed the following Certificate of Merger: 1. The name and jurisdiction of formation of the surviving limited liability company is USA Rare Earth, LLC, a Delaware limited liab
March 19, 2025	EX-10.32	Assignment and Assumption of Employment Agreement, dated as of March 12, 2025, by and between USA Rare Earth, Inc. (f/k/a Inflection Point Acquisition Corp. II), USA Rare Earth, LLC and Joshua Ballard (incorporated herein by reference to Exhibit 10.32 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 10.32 Execution Version ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT This ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2025 (the “Effective Date”), by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to Closing and be renamed USA R
March 19, 2025	EX-2.5	Plan of Domestication (incorporated herein by reference to Exhibit 2.5 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 2.5 Execution Version PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on March 12, 2025 and sets forth the terms and conditions pursuant to which Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (“IPXX”), shall effect a domestication into a Delaware corporation (the “Domestication”) to be known as USA Rare Earth, Inc., pursuant
March 19, 2025	EX-10.36	Form of Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.36 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 10.36 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN [PERFORMANCE] RESTRICTED STOCK UNIT GRANT NOTICE USA Rare Earth, Inc., a Delaware corporation (the “Company”), pursuant to the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of restricted stock units (“RSUs”) set forth below, each of which repr
March 19, 2025	EX-10.39	Form of Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.39 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 10.39 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE USA Rare Earth, Inc., a Delaware corporation (the “Company”), pursuant to the USA Rare Earth, Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to Participant the number of shares of Restricted Stock (“Restricted Stock”) set forth below. This award is subject
March 19, 2025	EX-99.4	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF USARE Exhibit 99.4 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF USARE Unless the context otherwise requires, all references in this section to “we”, “us”, “our”, “USARE”, or the “Company” refer to USA Rare Earth, LLC and its subsidiaries prior to the consummation of the Business Combination and, after the consummation of the Business Combination, USA Rare Eart
March 19, 2025	EX-10.5	Form of Securities Purchase Agreement, by and among, Inflection Point Acquisition Corp. II, USA Rare Earth, LLC and the purchasers party thereto (incorporated herein by reference to Exhibit 10.5 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 10.5 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March [●], 2025, by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), USA Rare Earth, LLC, a Delaware limited liability company (the “Target”), and the purchaser identified on the signature pages hereto (including its su
March 19, 2025	EX-4.2	Specimen Warrant Certificate of USA Rare Earth, Inc. (incorporated by reference to Exhibit 4.2 filed with USA Rare Earth Inc.’s Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on March 19, 2025). Exhibit 4.2 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW USA RARE EARTH, INC. Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that, or registered assigns, is the registered hold
March 19, 2025	EX-99.3	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.3 Index to Consolidated Financial Statements Page Number Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-4 Consolidated Statement of Mezzanine Equity for the Year Ended December 31, 2024 F-5 Consolidated Statements of Shareho
March 19, 2025	EX-21.1	List of Subsidiaries of USA Rare Earth, Inc. (incorporated herein by reference to Exhibit 21.1 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 21.1 Subsidiary Jurisdiction of formation USA Rare Earth, LLC Delaware USA Rare Earth Magnets, LLC Delaware Round Top Mountain Development, LLC Delaware USA Rare Earth Technologies, LLC Delaware USA Rare Earth Services, LLC Florida USA Rare Earth Management Co, LLC Florida USA Rare Earth Real Estate, LLC Oklahoma
March 19, 2025	EX-10.40	Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.40 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 10.40 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”). WHEREAS, the Company expects Indemnitee to join the Company as a member of the board of directors of the Company (the “Board”); WHEREAS, both the Company and Indemn
March 19, 2025	EX-10.35	USA Rare Earth, Inc. 2024 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.35 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 10.35 USA RARE EARTH, INC. 2024 OMNIBUS INCENTIVE PLAN 1. ESTABLISHMENT OF THE PLAN USA Rare Earth, Inc., a Delaware corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “USA Rare Earth, Inc. 2024 Omnibus Incentive Plan,” as amended from time to time (the “Plan”). Exhibit A, which is incorporated by reference, defines certain terms used in the
March 19, 2025	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets, Other Events, Changes in Control of Registrant, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 (March 13, 2025) USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation
March 19, 2025	EX-3.1	Certificate of Corporate Domestication of USA Rare Earth, Inc (incorporated herein by reference to Exhibit 3.1 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF DOMESTICATION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION PURSUANT TO SECTION 388 OF THE DELAWARE GENERAL CORPORATION LAW Inflection Point Acquisition Corp. II, presently a Cayman Islands exempted company, organized and existing under the laws of the Cayman Islands (the “Non-Delaware Corporation”), does hereby certify: 1) The Non-Delaware
March 19, 2025	EX-3.4	USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.4 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 3.4 USA RARE EARTH, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Michael Blitzer, does hereby certify that: 1. He is the Chief Executive Officer of USA Rare Earth, Inc., a Delaware corporation (the “Corporation”). 2. The Corp
March 19, 2025	EX-99.6	USA Rare Earth and Inflection Point Acquisition Corp. II Announce Closing of Business Combination and Upsized PIPE Funding USA Rare Earth to Begin Trading on March 14th on the Nasdaq Under New Ticker Symbol “USAR” Exhibit 99.6 USA Rare Earth and Inflection Point Acquisition Corp. II Announce Closing of Business Combination and Upsized PIPE Funding USA Rare Earth to Begin Trading on March 14th on the Nasdaq Under New Ticker Symbol “USAR” STILLWATER, OK – March 13, 2025 – USA Rare Earth, Inc. (“USARE” or the “Company”), a company building out a domestic rare earth magnet supply chain that includes the mining
March 19, 2025	EX-3.2	Certificate of Incorporation of USA Rare Earth, Inc. (incorporated herein by reference to Exhibit 3.2 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 3.2 CERTIFICATE OF INCORPORATION OF USA RARE EARTH, INC. * * * * * ARTICLE I NAME The name of the Corporation is USA Rare Earth, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 1521 Concord Pike, Suite 201, Wilmington, County of New Castle, State of Delaware, 19803. The name of the register
March 19, 2025	EX-4.5	Form of Warrant issued to March 2025 PIPE Investors (incorporated herein by reference to Exhibit 4.5 filed with the Current Report on Form 8-K (Reg. No. 001-41711) filed by the registrant on March 19, 2025). Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
March 18, 2025	EX-2.1	Plan of Domestication. Exhibit 2.1 Execution Version PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on March 12, 2025 and sets forth the terms and conditions pursuant to which Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (“IPXX”), shall effect a domestication into a Delaware corporation (the “Domestication”) to be known as USA Rare Earth, Inc., pursuant
March 18, 2025	EX-3.3	Bylaws of USA Rare Earth, Inc. Exhibit 3.3 USA Rare Earth, Inc. BYLAWS TABLE OF CONTENTS STOCKHOLDERS MEETINGS 1 1. Time and Place of Meetings 1 2. Annual Meetings 1 3. Special Meetings 1 4. Notice of Meetings 1 5. Inspectors 1 6. Quorum 2 7. Voting; Proxies 2 8. Order of Business 2 9. Notice of Stockholder Proposals 2 10. Notice of Director Nominations 5 11. Additional Provisions Relating to the Notice of Stockholder Business
March 18, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 (March 12, 2025) USA RARE EARTH, INC. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation
March 18, 2025	EX-3.1	Certificate of Corporate Domestication (incorporated by reference to Exhibit 3.1 filed with USA Rare Earth Inc.’s Form 8-K (Reg. No. 001-41711) filed by USA Rare Earth, Inc. on March 19, 2025). Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF DOMESTICATION FROM A NON-DELAWARE CORPORATION TO A DELAWARE CORPORATION PURSUANT TO SECTION 388 OF THE DELAWARE GENERAL CORPORATION LAW Inflection Point Acquisition Corp. II, presently a Cayman Islands exempted company, organized and existing under the laws of the Cayman Islands (the “Non-Delaware Corporation”), does hereby certify: 1) The Non-Delaware
March 18, 2025	EX-3.2	Certificate of Incorporation of USA Rare Earth, Inc. Exhibit 3.2 CERTIFICATE OF INCORPORATION OF USA RARE EARTH, INC. * * * * * ARTICLE I NAME The name of the Corporation is USA Rare Earth, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 1521 Concord Pike, Suite 201, Wilmington, County of New Castle, State of Delaware, 19803. The name of the register
March 17, 2025	EX-10.1	Assignment and Assumption of Employment Agreement, dated as of March 12, 2025, by and between USA Rare Earth, Inc. (f/k/a Inflection Point Acquisition Corp. II), USA Rare Earth, LLC and William Robert Steele Jr. (incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (File No. 001-41711) filed by the registrant on March 17, 2025). Exhibit 10.1 Execution Version ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT This ASSIGNMENT AND ASSUMPTION OF EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2025 (the “Effective Date”), by and among Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to Closing and be renamed USA Ra
March 17, 2025	EX-10.2	Employment Agreement, effective as of March 24, 2025, between USA Rare Earth, Inc. and William Robert Steele Jr. (incorporated by reference to Exhibit 10.2 filed with the Current Report on Form 8-K (File No. 001-41711) filed by the registrant on March 17, 2025). Exhibit 10.2 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of March 24, 2025 (the “Effective Date”), by and between USA Rare Earth, LLC, a Delaware limited liability company (the “Company”), and William Robert Steele Jr., an individual resident of the State of California (“Executive”). WHEREAS, the Company desires to employ Executive as the Chief Financi
March 17, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2025 (March 12, 2025) U UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2025 (March 12, 2025) USA Rare Earth, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41711 98-1720278 (State or other jurisdiction of incorporation
March 11, 2025	EX-10.1	Form of Forward Purchase Agreement (incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K (File No. 001-41711) filed by the registrant on March 11, 2025). Exhibit 10.1 Date: March 11, 2025 To: Inflection Point Acquisition Corp. II (“IPXX”), a Cayman Islands exempted company (“Counterparty”) and USA Rare Earth LLC, a Delaware limited liability company (the “Target”). Address: 100 W Airport Road, Stillwater, OK 74075 From: [●] and [●] (each, a “Seller”) Re: Amended & Restated Confirmation to Share Forward Transaction to Non-Redemption Agreement The pu
March 11, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2025 INFLECTION POINT ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdiction of incorporation)
March 10, 2025	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2025 Inflection Point Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdiction of incorporation)
March 7, 2025	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2025 INFLECTION POINT ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdiction of incorporation)
March 7, 2025	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2025 INFLECTION POINT AC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2025 INFLECTION POINT ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 001-41711 N/A (State or other jurisdiction of incorporation)
March 7, 2025	EX-3.1	Form of USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock. Exhibit 3.1 USA RARE EARTH, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, [●], does hereby certify that: 1. He is the Chief Executive Officer of USA Rare Earth, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is a
March 7, 2025	EX-3.1	Form of USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock. Exhibit 3.1 USA RARE EARTH, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, [●], does hereby certify that: 1. He is the Chief Executive Officer of USA Rare Earth, Inc., a Delaware corporation (the “Corporation”). 2. The Corporation is a
February 25, 2025	EX-99.A	JOINT FILING AGREEMENT EX-99.A 2 ck0001910592-ex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Inflection Point Acquisition Corp. II is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions
February 18, 2025	424B3	Filed Pursuant to Rule 424(b)(3) Registration No. 333-283181 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF INFLECTION POINT ACQUISITION CORP. II (A CAYMAN ISLANDS EXEMPTED COMPANY) AND PROSPECTUS FOR UP TO 171,952,234 SHARES OF COMMON STOCK, 4 424B3 1 ea0220524-07.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-283181 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF INFLECTION POINT ACQUISITION CORP. II (A CAYMAN ISLANDS EXEMPTED COMPANY) AND PROSPECTUS FOR UP TO 171,952,234 SHARES OF COMMON STOCK, 4,630,896 SHARES OF SERIES A PREFERRED STOCK, 20,150,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND SERIES A P
February 14, 2025	EX-99.A	JOINT FILING AGREEMENT Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares of Inflection Point Acquisition Corp.
February 14, 2025	425	2 Filed by Inflection Point Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Form S-4 File No.: 333-283181 Subject Company: USA Rare Earth, LLC Date: February 14, 2025 Set forth below is a transcript of the USA Rare Earth Analyst Day held on February 12, 2025 discussing the proposed business combi
February 14, 2025	EX-99	EX-99 EXHIBIT 99 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC.
February 14, 2025	CORRESP	Inflection Point Acquisition Corp. II 167 Madison Avenue, Suite 205 #1017 New York, New York 10016 Inflection Point Acquisition Corp. II 167 Madison Avenue, Suite 205 #1017 New York, New York 10016 USA Rare Earth, LLC 100 W Airport Road, Stillwater, Oklahoma 74075 February 14, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street NE Washington, D.C. 20549 Re: Inflection Point Acquisition Corp. II USA Rare E

IPXX / Inflection Point Acquisition Corp. II - SEC 보고서, 연례 보고, 기업 사업 설명서

기본 통계

SEC Filings

SEC Filings (Chronological Order)

How Much do you Like Fintel?

Write a Review and get 25% Off Your Next Purchase

How can we Improve?