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Midas Edge

USA Rare Earth, Inc.

For the period ended Mar 31, 2025. Filed May 15, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 15, 2025

USAR$7.92-9.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity

Condensed Consolidated Statements of Mezzanine Equity and

Stockholders’ Equity

(in thousands)

(Unaudited)

Mezzanine Equity · Stockholders’ (Deficit) Equity
Preferred Stock · Subscription · Total Mezzanine · Common Stock · Additional Paid-In- · Subscription · Accumulated · Non- controlling · Total Stockholders’ (Deficit)
Shares · Amount · Receivable · Equity · Shares · Amount · Capital · Receivable · Deficit · Interest · Equity
Balance as of January 1, 2025 as recast*2,739$21,173$(1,250)$19,92360,091$6$104,244$-$(72,872)$2,643$34,021
Equity-based compensation - incentive units------241---241
Issuance of common stock - transaction bonus----78-841---841
Extinguishment of note payable----140-1,506---1,506
Convertible Preferred dividends (Class A and C)841,082-1,082182-(1,082)---(1,082)
Issuance of preferred stock and warrants, net of issuance costs2,27911,745-11,745--5,367-5,367
Forgiveness of related party promissory note1311,5271,2502,777-------
Deferred offering costs-(3,237)-(3,237)--(4,234)---(4,234)
Deemed dividend - preferred accretion to redemption value-107-107--(107)---(107)
Issuance of Common Stock in reverse recapitalization merger----21,461227,718-(16,954)-10,766
Earnout liability at Closing of the Merger------(99,639)---(99,639)
Conversion of Series A Investor Warrants into liability-classified warrants------(34,612)---(34,612)
Forward purchase agreements prepayment------(351)(20,389)--(20,740)
Early terminations of forward purchase agreements------633,271--3,334
Accretion of forward purchase agreements--69(69)---
Net loss--------51,832(150)51,682
Balance as of March 31, 20255,23332,397-32,39781,952$8$24$(17,187)$(37,994)$2,493$(52,656)
*The shares of the Company’s common stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger as described in Note 3.
Common Stock · Class A Common · Class B Common · Class C Convertible Preferred · Class C-1 Convertible Preferred · Additional Paid- · Accumulated · Non- controlling · Total Stockholders’
Shares · Amount · Shares · Amount · Shares · Amount · Shares · Amount · Shares · Amount · In-Capital · Deficit · Interest · Equity
Balance as of January 1, 2024 as previously reported-$-206,520$3,70420,779$3,18954,592$73,0797,861$13,404$-$(54,223)$3,331$42,484
Retroactive application of recapitalization59,2136(206,520)(3,704)(20,779)(3,189)(54,592)(73,079)(7,861)(13,404)93,370---
Balance as of January 1, 2024 as adjusted*59,2136--------93,370(54,223)3,33142,484
Equity-based compensation----------349--349
Class C and C-1 Convertible Preferred dividends212-------------
Issuance of warrants----------614--614
Dilution of non-controlling interest-----------12(12)-
Net loss-----------(4,472)(200)(4,672)
Balance as of March 31, 202459,425$6-$--$--$--$-94,333$(58,683)$3,119$38,775
*The shares of the Company’s common stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger as described in Note 3.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.