USA Rare Earth Inc SEC Filings

Reportable holders: Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh filed a joint Schedule 13G reporting ownership of USA Rare Earth, Inc. common stock (CUSIP 91733P107).

Reported stakes: Item 4 of the filing lists 9,460,937 shares representing 9.99% of the class. The exhibit states the reporting persons are beneficial owners of 9,375,704 shares and hold warrants to purchase 14,654,854 shares but, due to warrant terms that cap post-exercise ownership at 9.9%, may exercise only up to 485,834 shares as of June 30, 2025; the exhibit says they are reporting beneficial ownership only of that exercisable amount. The percentage calculation uses 94,704,077 outstanding shares per the issuer's Form S-1/A filed July 10, 2025.

Newtyn Management, LLC and Newtyn TE Partners, LP report combined beneficial ownership in USA Rare Earth, Inc. of 444,353 common shares (Newtyn Management) and 274,386 common shares (Newtyn TE Partners). These amounts reflect Newtyn Management's indirect ownership through Series A Cumulative Convertible Preferred Stock held by affiliated partnerships, which convert into the stated common shares. The reported holdings represent approximately 0.5% and 0.3% of the company's 94,704,077 outstanding common shares, respectively. The filers also disclose Preferred Investor Warrants (648,250 held by NTE and 402,171 held by NP) that were not exercisable as of the reporting date because the underlying shares were not registered, and therefore those warrant shares are not counted as beneficially owned.

USA Rare Earth completed its reverse recapitalization and closed a $75.0 million PIPE, increasing cash and cash equivalents to $121.8 million from $16.8 million at year-end 2024 and total assets to $179.7 million. The company is developing a domestic NdFeB magnet supply chain, including a Stillwater, OK production facility and mineral interests at Round Top Mountain.

Despite the cash build, USAR reported a $91.0 million net loss for the six months ended June 30, 2025, which includes a $74.4 million non-cash fair value loss on financial instruments. Operating cash used totaled $18.2 million. Balance sheet items of note include total liabilities of $286.4 million, an $100.0 million earnout liability, significant warrant and prefunded warrant liabilities, and a stockholders' deficit of $131.9 million. Management discloses substantial doubt about going concern and the need to raise additional capital to execute its strategic plan.

USA Rare Earth, Inc. furnished an earnings press release reporting its financial results for the second quarter and for the six months ended June 30, 2025. The press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference into the report.

The disclosure was furnished under Item 2.02 and is expressly stated to be furnished, not filed, meaning it is not subject to Section 18 liability. The filing lists the company’s Nasdaq-traded securities (Common Stock: USAR; Warrants: USARW) and indicates the company qualifies as an emerging growth company.