USA Rare Earth (USAR) Registration Filing summary

Company overview and business model

• Mission is to establish a domestic rare earth magnet supply chain supporting U.S. energy, mobility, and national security priorities.

• Developing a sintered neodymium iron boron (neo) magnet manufacturing plant in Stillwater, Oklahoma, with plans for vertical integration from mining to finished magnets.

• Controls rights to the Round Top Deposit in Texas, rich in heavy rare earths and other critical minerals, and owns Less Common Metals Ltd. (LCM), a UK-based rare earth metals and alloys manufacturer.

• Business plan includes three stages: initial magnet production using third-party feedstock, scaling production and partnerships, and eventual mining development at Round Top for full vertical integration.

• Focuses on supplying a diverse set of industries, including defense, automotive, electronics, and renewable energy, with high-quality neo magnets.

Financial performance and metrics

• No operating revenues to date; operations funded through equity and debt financings.

• Net loss of $248.0 million for the nine months ended September 30, 2025, including a $216.8 million non-cash fair value loss on financial instruments.

• Net loss of $16.4 million for the year ended December 31, 2024, compared to $8.5 million in 2023.

• Cash and cash equivalents of $257.6 million as of September 30, 2025, with additional post-period warrant exercise proceeds.

• Operating activities used $21.1 million in cash for the nine months ended September 30, 2025; investing activities used $13.4 million, mainly for plant improvements and equipment.

• Auditors issued a going concern opinion due to recurring losses and negative operating cash flows.

Use of proceeds and capital allocation

• Proceeds from recent PIPE financings ($1.5 billion in January 2026 and $125 million in September 2025) are intended for general corporate purposes.

• No proceeds will be received from the resale of shares by selling stockholders; company bears registration costs.

• Significant capital expenditures planned for completion and scaling of the Stillwater Facility and development of the Round Top Project.

• Additional capital will be required to implement strategic plans, including acquisitions, equipment purchases, and inventory build-up.