USA Rare Earth Inc SEC Filings

USA Rare Earth, Inc. completed the acquisition of Indian Ocean Rare Metals Pte Ltd, whose main operating subsidiary is U.K.-based rare earth metals and alloys producer Less Common Metals Ltd. The buyer paid $100,000,000 in cash and issued 6.54 million shares of common stock, with 1,010,782 shares placed into escrow and the price subject to customary adjustments. The share component was issued in a private transaction under Section 4(a)(2), and the company granted the sellers registration rights to resell these shares through a future registration statement. USA Rare Earth’s common stock and warrants continue to trade on Nasdaq under the symbols USAR and USARW.

USA Rare Earth, Inc. (USAR) has completed its previously announced acquisition of Indian Ocean Rare Metals Pte Ltd, whose operating subsidiary is Less Common Metals Ltd. (LCM), a U.K.-based producer of specialized rare earth metals and alloys. The buyer, a wholly owned subsidiary of USAR, purchased all outstanding shares of the target for $100,000,000 in cash and 6.54 million shares of USAR common stock, with 1,010,782 of those shares placed into escrow and subject to customary adjustments for debt and transaction expenses.

The stock portion of the consideration was issued as an unregistered offering relying on Section 4(a)(2) of the Securities Act, with each seller representing accredited investor status and acquiring shares for its own account. USAR also entered into a registration rights agreement, committing to use reasonable best efforts to file a registration statement by December 31, 2025 to register the resale or distribution of the acquisition shares and to keep it effective until the shares can be freely sold. The company reiterates a broad set of risks, including integration challenges, capital needs and previously disclosed substantial doubt about its ability to continue as a going concern.

USA Rare Earth, Inc. (USAR) filed a Rule 424(b)(3) prospectus supplement to update its S-1 with the Q3 2025 Form 10‑Q. As of September 30, 2025, cash and cash equivalents were $257.6 million, and the company reports additional approximately $163.3 million raised from exercises of outstanding warrants after quarter‑end. Q3 net loss was $156.7 million, driven largely by a $142.4 million loss on the fair value of financial instruments; year‑to‑date net loss was $248.0 million, including a $216.8 million non‑cash loss on fair value changes.

The company closed a $75.0 million PIPE in May 2025 and a $125.0 million PIPE in September 2025. The balance sheet reflects $166.1 million of earnout liabilities and $177.8 million of warrant liabilities, with stockholders’ deficit of $(58.6) million. Management states there is substantial doubt about the company’s ability to continue as a going concern. USAR agreed to acquire IORM/LCM for $100.0 million in cash and 6.74 million shares, subject to U.K. NSIA approval. Construction in progress tied to the Stillwater magnet facility totaled $33.7 million. Common shares outstanding were 132,638,561 as of October 31, 2025.

USA Rare Earth, Inc. filed a prospectus supplement that updates its S‑1 with the company’s Q3 2025 Form 10‑Q. The update highlights a development‑stage business building a U.S. rare earth magnet supply chain and includes current financials and transactions.

Cash and cash equivalents were $257.6 million as of September 30, 2025. Q3 net loss attributable to the company was $156.7 millionnon‑cash loss on the fair value of financial instruments. For the nine months, net loss was $247.4 million with operating expenses of $33.4 million. The company recorded earnout liabilities of $166.1 million and warrant liabilities of $177.8 million, resulting in stockholders’ deficit of $(58.6) million.

Financing activity included a $75.0 million PIPE in May and a $125.0 million PIPE on September 29, 2025; subsequent warrant exercises provided approximately $163.3 million after quarter end. USAR signed an agreement to acquire Less Common Metals for $100.0 million cash plus 6.74 million shares, subject to U.K. NSIA approval. The company disclosed substantial doubt about its ability to continue as a going concern due to planned spend and capital needs.

USA Rare Earth, Inc. filed a prospectus supplement to update its S-1 with a Form 8-K disclosing an auditor transition. Effective November 1, 2025, Horne LLP resigned after its partners and staff joined BDO USA, P.C., and the Audit Committee approved BDO as the new independent registered public accounting firm.

Horne’s reports on the Company’s 2024 and 2023 financial statements contained no adverse opinion, no disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The Company reports no disagreements with Horne through October 31, 2025, and includes Horne’s concurrence letter as Exhibit 16.1.

USA Rare Earth’s securities trade on Nasdaq as USAR and USARW. On November 5, 2025, the Common Stock closed at $16.87 per share and the Warrants closed at $5.61 per Warrant.

USA Rare Earth, Inc. filed a prospectus supplement to update its S‑1 prospectus with an attached Form 8‑K disclosing a change in independent auditor. Effective November 1, 2025, Horne LLP resigned following the transfer of its partners and professional staff to BDO USA, P.C., and the company’s Audit Committee approved BDO as the new independent registered public accounting firm.

Horne’s reports on the company’s financial statements for the fiscal years ended December 31, 2024 and December 31, 2023 contained no adverse opinions, disclaimers, or qualifications. The company reports no disagreements with Horne on accounting principles, disclosures, or audit scope through October 31, 2025. A letter from Horne agreeing with the statements is filed as Exhibit 16.1. The supplement also notes Nasdaq listings for Common Stock (USAR) and Warrants (USARW).

USA Rare Earth, Inc. (USAR) filed its Q3 2025 report, highlighting a capital-heavy build-out and large non-cash fair value impacts. Cash and cash equivalents rose to $257.6 million as of September 30, 2025, driven by PIPE financings and warrant activity. The company reported a Q3 net loss of $156.7 million, with year-to-date loss at $247.4 million, primarily from changes in fair value of earnout and warrant liabilities.

Operating expenses were $15.9 million in Q3 and $33.4 million year-to-date as USAR advances its Stillwater, Oklahoma magnet facility. Cash used in operations was $21.1 million for the nine months. The balance sheet reflects $166.1 million of earnout liabilities and $177.8 million of warrant-related liabilities, contributing to a stockholders’ deficit.

USAR closed a $75.0 million PIPE in May and a $125.0 million PIPE on September 29, 2025. Management disclosed substantial doubt about the company’s ability to continue as a going concern due to funding needs for inventory, equipment, and scaling operations, despite the higher cash position and subsequent warrant exercise proceeds.

USA Rare Earth, Inc. (USAR) furnished an 8-K to announce it issued a press release with financial results for the third quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated by reference.

The company noted the information is being furnished under Item 2.02 and is not deemed “filed” for purposes of Section 18 of the Exchange Act. USAR’s common stock trades on Nasdaq under USAR, and its public warrants trade under USARW at an exercise price of $11.50 per share.

USA Rare Earth, Inc. reported a change in its independent auditor. Effective November 1, 2025, Horne LLP resigned after its partners and professional staff joined BDO USA, P.C., and the Company—with Audit Committee approval—appointed BDO as its independent registered public accounting firm.

Horne’s reports on the Company’s financial statements for the years ended December 31, 2024 and 2023 contained no adverse opinion, no disclaimer, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The Company states there were no disagreements with Horne through October 31, 2025, and no reportable events under Item 304(a)(1)(v). The Company provided Horne a copy of this disclosure and filed Horne’s concurrence letter as Exhibit 16.1.