USA Rare Earth, Inc.

The firm of UHY LLP acts as our independent registered public accounting firm. The following is a summary of fees paid to UHY LLP for services rendered.

Audit Fees. During the year ended December 31, 2024 and for the period from March 6, 2023 (inception) through December 31, 2023, fees for services performed in connection with our IPO, review of the financial information included in our Quarterly Reports on Form 10-Q for the respective periods were approximately $112,750 and $135,000, respectively.

Audit-Related Fees. During the year ended December 31, 2024 and for the period from March 6, 2023 (inception) through December 31, 2023, UHY LLP fees for assurance and related services fees to the performance of the audit or review of financial statements amounts to $11,046 and $59,788, respectively.

Tax Fees. During the year ended December 31, 2024 and from the period from March 6, 2023 (inception) through December 31, 2023, UHY LLP fees for services for tax compliance, tax advice or tax planning were $14,404 and $0, respectively.

All Other Fees. During the year ended December 31, 2024 and from the period from March 6, 2023 (inception) through December 31, 2024, there were no fees billed for products and services provided by UHY LLP other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).