Rare Earths Americas: 5.5% stake reported by Kitabella

Rare Earths Americas, Inc. Schedule 13G filing reports that Kitabella Pty Ltd, together with Kirk Kileff and Sarah-Anne Kileff, beneficially own 1,100,393 shares of Common Stock, representing 5.5% of the class as reported on 05/07/2026.

Rhea-AI Filing Summary

Rare Earths Americas, Inc. Schedule 13G filing reports that Kitabella Pty Ltd, together with Kirk Kileff and Sarah-Anne Kileff, beneficially own 1,100,393 shares of Common Stock, representing 5.5% of the class as reported on 05/07/2026.

The filing states the reported securities are held directly by Kitabella as trustee for the Kitabella Trust and indirectly by Kirk and Sarah-Anne Kileff (each 50% owners of Kitabella), with shared voting and dispositive power over the reported shares.

Insights

Corporate Governance Analyst

Joint filing discloses a 5.5% beneficial stake held via a family trust.

The Schedule 13G lists 1,100,393 shares (5.5%) held directly by Kitabella Pty Ltd as trustee for the Kitabella Trust, with shared voting and dispositive power noted. The filing names Kirk and Sarah-Anne Kileff as 50% owners of Kitabella.

Because the statement is a Rule 13d-1(k) joint filing, it indicates passive reporting rather than an active acquisition intent. Subsequent filings would show any change in ownership or voting intentions.

Securities Compliance Specialist

Disclosure aligns with beneficial ownership and trustee structure requirements.

The filing includes the issuer CUSIP 75381A108 and identifies shared voting/dispositive power of 1,100,393 shares. Addresses and citizenship for the reporting persons are provided per schedule requirements.

The signatures dated 05/29/2026 finalize the joint statement; changes to position or intent would require amendment filings under the Exchange Act rules.

Key Figures

Beneficial ownership: 1,100,393 shares Percent of class: 5.5% CUSIP: 75381A108 +2 more

5 metrics

Beneficial ownership 1,100,393 shares Common Stock as reported on <date>05/07/2026</date>

Percent of class 5.5% Percent of common stock reported in Item 4

CUSIP 75381A108 Issuer identifier for Common Stock

Shared voting power 1,100,393 shares Shared power to vote per Item 4

Shared dispositive power 1,100,393 shares Shared power to dispose per Item 4

Key Terms

Rule 13d-1(k), beneficially owned, dispositive power

3 terms

Rule 13d-1(k) regulatory

"This statement is filed jointly by each of the following persons pursuant to Rule 13d-1(k)."

beneficially owned regulatory

"Item 4. | Ownership (a) | Amount beneficially owned: 1,100,393"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power regulatory

"shared dispositive power 1,100,393.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Kitabella Pty Ltd hold in Rare Earths Americas (REA)?

Kitabella Pty Ltd (as trustee) beneficially holds 1,100,393 shares, representing 5.5% of the common stock as of 05/07/2026. The filing lists shared voting and dispositive power over these shares.

Who are the individuals named in the Schedule 13G for REA?

The joint filing names Kirk Kileff and Sarah-Anne Kileff, each identified as 50% owners of Kitabella Pty Ltd. Both are listed with the same business address in Mosman, Australia.

How is ownership attributed between Kitabella and the Kileffs in this filing?

The filing states the securities are held directly by Kitabella Pty Ltd as trustee for the Kitabella Trust and indirectly by Kirk and Sarah-Anne Kileff, who each own 50% of Kitabella, creating shared beneficial ownership.

Does the Schedule 13G indicate active acquisition or control intent for REA?

The statement is filed under Rule 13d-1(k) as a joint passive report. It discloses beneficial ownership and shared voting/dispositive power but does not state an active acquisition or control intent in the provided text.

What CUSIP and class of securities are disclosed in the filing?

The filing covers Common Stock, $0.0001 par value, with CUSIP 75381A108. The disclosed class and CUSIP are provided in the Item 2 and cover information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 05:05 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Rare Earths Americas, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

75381A108

(CUSIP Number)

05/07/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 75381A108

1

Names of Reporting Persons

KITABELLA PTY LTD

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,100,393.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,100,393.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,100,393.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.5 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported securities are held directly by Kitabella PTY LTD ("Kitabella") as Trustee for the Kitabella Trust and indirectly by Kirk Kileff and Sarah-Anne Kileff, individuals who each own 50 percent of Kitabella. As a result, each of Kitabella, Kirk Kileff and Sarah-Anne Kileff may be deemed to have or share beneficial ownership of securities held by Kitabella.

SCHEDULE 13G

CUSIP Number(s): 75381A108

1

Names of Reporting Persons

Kileff Kirk Graham

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,100,393.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,100,393.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,100,393.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 75381A108

1

Names of Reporting Persons

Kileff Sarah-Anne

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

AUSTRALIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,100,393.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,100,393.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,100,393.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.5 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Rare Earths Americas, Inc.
(b)	Address of issuer's principal executive offices: 101 W. MAIN STREET, MANCHESTER, GEORGIA, 31816
Item 2.
(a)	Name of person filing: This statement is filed jointly by each of the following persons pursuant to Rule 13d-1(k). (i) Kitabella Pty Ltd (ii) Kirk Kileff (iii) Sarah-Anne Kileff
(b)	Address or principal business office or, if none, residence: (i) Kitabella Pty Ltd: 37 Kardinia Road, Mosman NSW 2088, Australia (ii) Kirk Kileff: 37 Kardinia Road, Mosman NSW 2088, Australia (iii) Sarah-Anne Kileff: 37 Kardinia Road, Mosman NSW 2088, Australia
(c)	Citizenship: (i) Kitabella Pty Ltd: Australia (ii) Kirk Kileff: Australia (iii) Sarah-Anne Kileff: Australia
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP Number(s): 75381A108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,100,393
(b)	Percent of class: 5.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,100,393
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,100,393
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

KITABELLA PTY LTD

Signature:	Kirk Kileff
Name/Title:	Director
Date:	05/29/2026

Signature:	Sarah-Anne Kileff
Name/Title:	Director
Date:	05/29/2026

Kileff Kirk Graham

Signature:	Kirk Kileff
Name/Title:	Director
Date:	05/29/2026

Kileff Sarah-Anne

Signature:	Sarah-Anne Kileff
Name/Title:	Director
Date:	05/29/2026