USA Rare Earth, Inc.

As filed with the U.S. Securities and Exchange Commission on May 19, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

USA RARE EARTH, INC.

(Exact name of registrant as specified in its charter)

100 W Airport Road,

Stillwater, OK 74075

(813) 867-6155

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Kronenfeld

Chief Legal Officer

100 W Airport Road,

Stillwater, OK 74075

(813) 867-6155

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joel Rubinstein

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Tel: (212) 819-8200

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act:☐

Rule 429 Statement

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration Statement on Form S-1 (referred to herein as the Registration Statement) will be used as a combined prospectus in connection with this Registration Statement and the registrant’s Registration Statement on Form S-4 (File No. 333-283181), that was originally declared effective by the Securities and Exchange Commission on February 14, 2025 (as amended, the “Prior Registration Statement”). Accordingly, this Registration Statement also constitutes Post-Effective Amendment No. 3 on Form S-4 to the Prior Registration Statement. Such Post-Effective Amendment will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 19, 2025

USA RARE EARTH, INC.

Primary Offering of

152,291,389 SHARES OF COMMON STOCK

Secondary Offering of

181,359,751 SHARES OF COMMON STOCK

6,000,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK

This prospectus relates to the offer and sale by USA Rare Earth, Inc., a Delaware corporation (“us,” “we,” “New USARE,” or the “Company”) of (i) up to 12,500,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) that are issuable by us upon the exercise of 12,500,000 warrants of the Company, each initially exercisable at $11.50 per share, issued as a part of units sold by Inflection Point Acquisition Corp. II (“Inflection Point”) in its initial public offering (“Public Warrants”) at a price of $10.00 per unit, with each unit consisting of one Class A ordinary share, par value $0.0001 per share, of Inflection Point and one-half of one warrant to purchase one Class A ordinary share, (ii) up to 6,000,000 shares of Common Stock that are issuable by us upon the exercise of 6,000,000 warrants, each initially exercisable at $11.50 per share, originally issued in a private placement (“Private Placement Warrants” and, together with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant to Inflection Point Holdings II LLC (the “Sponsor”) concurrently with Inflection Point’s initial public offering, (iii) up to 53,941,176 shares of Common Stock that are issuable by us upon the exercise of certain common stock purchase warrants, currently exercisable for an aggregate of 7,705,894 shares of Common Stock at $7.00 per share, each subject to adjustment (the “Preferred Investor Warrants”), and assuming solely for this purpose, that the exercise price of such Preferred Investor Warrants is $1.00 per share and the number of shares underlying such Preferred Investor Warrants is 53,941,176, which amount represent a good-faith estimate of the maximum number of shares of Common Stock that may become issuable upon exercise of such Preferred Investor Warrants, (iv) up to 10,000,000 shares of Common Stock that are issuable by us to certain former members (the “Eligible Stockholders”) of USA Rare Earth, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“USARE OpCo”) upon the occurrence of specified events pursuant to the Business Combination Agreement (as defined below), for no additional consideration (such shares, “Earnout Shares”) and (v) up to 69,850,213 shares of Common Stock issuable upon the conversion of 4,103,472 shares of 12% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of the Company (“Series A Preferred Stock”) with a current conversion price of $7.00, taking into account for this purpose, payment-in-kind dividends through March 12, 2028 and assuming solely for this purpose that the conversion price of such Series A Preferred Stock is $1.00.

This prospectus also relates to the offer and resale from time to time by the selling securityholders (including their transferees, donees, pledgees and other successors-in-interest) named in this prospectus (the “Selling Securityholders”) of up to:

(i) 171,226,902 shares of Common Stock held by or issuable to certain holders entitled to resale registration rights pursuant to the Amended and Restated Registration Rights Agreement, dated as of March 13, 2025 (the “Registration Rights Agreement”) or other agreements, including:

(a) 29,338,066 shares of Common Stock held by certain Selling Securityholders who are former members of USARE OpCo received in exchange for common units (or securities exercisable or convertible into common units) of USARE OpCo as consideration in the Merger (as defined below) pursuant to the Business Combination Agreement (as defined below);

(b) 6,250,000 shares of Common Stock held by the Sponsor received upon conversion of 6,250,000 Class B ordinary shares of Inflection Point which were initially acquired for an aggregate of $25,000 or approximately $0.004 per share, as a result of the Domestication (as defined below);

(c) up to 62,459,255 shares of Common Stock issuable to certain Selling Securityholders upon conversion of 3,669,278 shares of Series A Preferred Stock which were issued in exchange for USARE Class A Convertible Preferred Units of USARE OpCo as consideration in the Merger pursuant to the Business Combination Agreement, taking into account for this purpose, payment-in-kind dividends through March 12, 2028 and assuming, solely for this purpose a conversion price of such Series A Preferred Stock $1.00, which amount represent a good-faith estimate of the maximum number of shares of Common Stock that may become issuable upon conversion of such shares Series A Preferred Stock;

(d) up to 46,808,820 shares of Common Stock issuable to certain Selling Securityholders upon exercise of Preferred Investor Warrants which were issued in exchange for USARE Class A Preferred Investor Warrants (as defined below) of USARE OpCo as consideration in the Merger pursuant to the Business Combination Agreement, assuming solely for this purpose, that the exercise price of such Preferred Investor Warrants is $1.00 per share and the number of shares underlying such Preferred Investor Warrants is 46,808,820, which amount represents a good-faith estimate of the maximum number of shares of Common Stock that may become issuable upon exercise of such Preferred Investor Warrants;

(e) up to 15,581,493 shares of Common Stock issuable to certain Selling Securityholders upon (I) conversion of 784,314 shares of Series A Preferred Stock purchased by the PIPE Investors (as defined below) and (II) conversion of 131,048 shares of Series A Preferred Stock issued to Michael Blitzer at Closing in exchange for forgiveness of 50% of the Convertible Promissory Note (as defined below), taking into account for this purpose, payment-in-kind dividends through March 12, 2028 and assuming, solely for this purpose a conversion price such Series A Preferred Stock of $1.00, which amount represents a good faith estimate of the maximum number of shares of Common Stock that may become issuable upon conversion of such Series A Preferred Stock;

(f) up to 9,411,768 shares of Common Stock issuable to certain Selling Securityholders exercise of certain Preferred Investor Warrants, assuming solely for this purpose, that the exercise price of such Preferred Investor Warrants is $1.00 per share and the number of shares underlying such Preferred Investor Warrants is 9,411,768, which amount represents a good-faith estimate of the maximum number of shares of Common Stock that may become issuable upon exercise of such Preferred Investor Warrants;

(g) 877,500 shares of Common Stock issued to J.V.B. Financial Group (“CCM”) pursuant to USARE OpCo’s engagement letter with Cohen & Company Capital Markets a division of J.V.B. Financial Group, LLC that certain letter agreement, dated as of March 13, 2025 (such engagement letter and letter agreement, collectively, the “CCM Arrangements”), by and between USARE OpCo and CCM;

(h) 500,000 shares of Common Stock held by certain Selling Stockholders that were purchased in the open market prior to the Closing of the Business Combination;

(ii) up to 4,132,849 Earnout Shares issuable to certain Selling Securityholders, including (a) 4,032,849 Earnout Shares issuable to former members of USARE OpCo and (b) 100,000 Earnout Shares issuable to CCM, upon the occurrence of specified events pursuant to the Business Combination Agreement, for no additional consideration;

(iii) 6,000,000 Private Placement Warrants held by the Sponsor originally issued in a private placement at a price of $1.00 per Private Placement Warrant; and

(iv) 6,000,000 shares of Common Stock issuable upon exercise of Private Placement Warrants held by the Sponsor, at an exercise price of $11.50 per share, subject to adjustment (such securities described in clauses (i) through (iv) collectively, the “Resale Securities”).

We are registering the offer and sale and/or resale of these securities to satisfy certain registration obligations we have and certain registration rights we have granted. The Selling Securityholders may offer all or part of the Resale Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Resale Securities are being registered to permit the Selling Securityholders to sell Resale Securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell the Resale Securities through ordinary brokerage transactions, in underwritten offerings, directly to market makers of our securities or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of Resale Securities offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act, or the Exchange Act. We are registering the Resale Securities for resale by the Selling Securityholders, or their donees, pledgees, transferees, distributees or other successors-in-interest selling our Common Stock or Private Placement Warrants or interests in our Common Stock or Private Placement Warrants received after the date of this prospectus from the Selling Securityholders as a gift, pledge, partnership distribution or other transfer.

Certain Resale Securities held by the Selling Securityholders party to the Registration Rights Agreement are subject to lock-up restrictions that prohibit them from selling such securities at this time, subject to certain exceptions. See the section of this prospectus entitled “Description of Securities.”

Some of the shares of Common Stock being registered for resale were acquired by the Selling Securityholders for prices considerably below the current market price of the shares of Common Stock. Even though the current market price ($8.89 closing price on May 14, 2025) is below the $10.00 per unit price offered in Inflection Point’s initial public offering, certain Selling Securityholders may have an incentive to sell because they have purchased their Common Stock or Private Placement Warrants at effective prices significantly lower than our public investors or the current trading price of the Common Stock or Public Warrants and may profit significantly so even under circumstances in which our public securityholders or certain other Selling Securityholders would experience losses in connection with their investment. For additional information, see “Risk Factors — Risks Relating to Ownership of Our Securities — Certain of the Selling Securityholders acquired their Common Stock at a price that is less than the market price of the Common Stock as of the date of this prospectus, may earn a positive rate of return even if the price of the Common Stock declines and may be willing to sell their Common Stock at a price less than stockholders that acquired Common Stock in the public market.”

The shares of Common Stock being offered for resale by the Selling Securityholders pursuant to this prospectus represent approximately 68.7% of our total issued and outstanding Common Stock on a fully diluted basis (assuming and after giving effect to the issuance of 18,500,000 shares of Common Stock upon exercise of all outstanding Warrants, 10,100,000 Earnout Shares issuable upon the occurrence of all Triggering Events (as defined below), 81,022,346 shares of Common Stock issuable upon conversion of the outstanding shares of Series A Preferred Stock taking into account for this purpose, accrued payment-in-kind dividends through March 12, 2028, and solely for this purpose a conversion price of such Series A Preferred Stock of $1.00, and 63,352,944 shares of Common Stock issuable upon the exercise of all outstanding Preferred Investor Warrants, and that the exercise price of such Preferred Investor Warrants is $1.00 per share) and the Warrants being offered for resale pursuant to this prospectus represent approximately 32.4% of our current total outstanding Warrants. Upon expiration of the contractual lock-up restrictions mentioned above and described in the section entitled “Certain Relationships and Related Persons Transactions,” the Selling Securityholders, including Michael Blitzer, our Chairman, and entities controlled by Michael Blitzer (Inflection Point Fund I, LP and Inflection Point Holdings II LLC) (who would hold approximately 25.5% of our total issued and outstanding Common Stock on a fully diluted basis calculated in the manner set forth in the preceding sentence), entities controlled by Newtyn Management, LLC (Newtyn Partners, LP and Newtyn TE Partners, LP) (who would hold approximately 16.0% of our total issued and outstanding Common Stock on a fully-diluted basis calculated in the manner set forth in the preceding sentence), Tready Smith, one of our directors, and entities controlled by Tready Smith (Bayshore Rare Earths II, LLC, Bayshore Rare Earths, LLC, Bayshore Capital Holdings Group, LLC and M. Tready A. Smith Revocable Trust) (who would hold approximately 6.7% of our total issued and outstanding Common Stock on a fully diluted basis calculated in the manner set forth in the preceding sentence), and an affiliate of Mordechai Gutnick, one of our directors, The Critical Minerals Trust (who would hold approximately 5.9% of our total issued and outstanding Common Stock on a fully diluted basis calculated in the manner set forth in the preceding sentence) and, will be able to sell all of their Resale Securities registered for resale hereunder for so long as this registration statement of which this prospectus forms a part is available for use. Given the substantial number of Resale Securities being registered for potential resale by the Selling Securityholders pursuant to the registration statement of which this prospectus forms a part, the sale of such Resale Securities by the Selling Securityholders, or the perception in the market that the Selling Securityholders may or intend to sell all or a significant portion of such Resale Securities, could increase the volatility of the market price of our Common Stock or Public Warrants or result in a significant decline in the public trading price of our Common Stock or Public Warrants. The Selling Securityholders acquired, or have the option to acquire, the Common Stock covered by this prospectus at prices ranging from less than $0.01 per share to $7.00 per share. By comparison, the offering price to public stockholders in Inflection Point’s IPO was $10.00 per unit, each of which consisted of one Class A Ordinary Share and one-half of one redeemable public warrant of Inflection Point. Consequently, certain Selling Securityholders may realize a positive rate of return on the sale of their Resale Securities covered by this prospectus even though the market price of Common Stock is currently $8.89 (based on the closing price on May 14, 2025) which is below the $10.00 per unit price offered in the Inflection Point IPO and public stockholders and/or warrantholders may experience a negative rate of return on their investment.

We will not receive any proceeds from the sale of the Resale Securities by the Selling Securityholders. We will receive the proceeds upon exercise of Warrants and the Preferred Investor Warrants to the extent such Warrants or Preferred Investor Warrants are exercised for cash. Assuming the exercise of all outstanding Warrants for cash, we would receive aggregate proceeds of approximately $212.8 million. However, we will only receive such proceeds if all Warrant holders fully exercise their Warrants for cash. The exercise price of the Warrants is $11.50 per share. Assuming the exercise of all outstanding Preferred Investor Warrants for cash, we would receive aggregate proceeds of approximately $63.4 million. However, we will only receive such proceeds if all Preferred Investor Warrant holders fully exercise their Preferred Investor Warrants for cash. The current exercise price of the Preferred Investor Warrants is $7.00 per share. We believe that the likelihood that holders determine to exercise their Warrants or Preferred Investor Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. If the market price for our Common Stock is less than the exercise price of the Warrants or Preferred Investor Warrants (on a per share basis), we believe that holders will be very unlikely to exercise any of their Warrants or Preferred Investor Warrants, and accordingly, we will not receive any such proceeds. There is no assurance that the Warrants or Preferred Investor Warrants will be or will remain “in the money” prior to their expiration or that the holders will exercise their Warrants or Preferred Investors Warrants. Holders of Warrants and Preferred Investor Warrants have the option to exercise their respective warrants on a cashless basis in accordance with the terms of the Warrant Agreement and the Preferred Investor Warrants (as applicable). To the extent that any warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of such warrants will decrease.

We will bear all costs, expenses, and fees in connection with the registration of the shares of Common Stock and Private Placement Warrants. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Common Stock and Private Placement Warrants.

Our shares of Common Stock and Public Warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “USAR” and “USARW,” respectively. On May 14, 2025, the closing price of our Common Stock was $8.89 per share and the closing price for our Public Warrants was $1.535 per warrant.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject to reduced disclosure and public reporting requirements. See “Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in shares of our securities involves risks that are described in the “Risk Factors” section beginning on page 11 of this prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.