USA Rare Earth, Inc.

As filed with the U.S. Securities and Exchange Commission on February 3, 2026

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

Tel: (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, NY 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:☐

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 FEBRUARY 3, 2026

USA RARE EARTH, INC.

Secondary Offering of

76,311,179 SHARES OF COMMON STOCK

This prospectus relates to the offer and resale, from time to time, by the selling stockholders named in this prospectus (including their respective transferees, donees, pledgees or other successors-in-interest (the “Selling Stockholders”)) of up to 76,311,179 shares of common stock, par value $0.0001 per share (the “Common Stock”), of USA Rare Earth, Inc. (“us,” “we,” “New USARE,” or the “Company”) held by the Selling Stockholders (the “Resale Shares”).

6,543,737 Resale Shares were issued to certain of the Selling Stockholders pursuant to that certain Share Purchase Agreement, dated September 26, 2025 (the “LCMSPA”), by and among the Company, Laconia Acquisition Sub Limited, a wholly-owned indirect subsidiary of the Company (the “Buyer”), Indian Ocean Rare Metals Pte Ltd, a Singapore private limited company (“IORM”), IORM’s shareholders (the “Sellers”) and Grant Smith, solely in his capacity as the Sellers’ representative (the “Sellers’ Representative”). IORM’s operating subsidiary is Less Common Metals Ltd. (“LCM”), a United Kingdom-based manufacturer of specialized rare earth metals and both cast and strip-cast alloys. LCM produces both light and heavy rare earth permanent magnet metals and alloys at scale in its facility in Cheshire, U.K. Pursuant to the LCM SPA, the Buyer acquired from the Sellers all rights, title and interest in and to all of the shares of the Company held by the Sellers, amounting to all of the outstanding and issued shares in the Company (the “LCM Acquisition”). The purchase price paid in the LCM Acquisition was approximately $100,000,000 in cash and the 6,543,737 Resale Shares, subject to the deposit of 1,010,782 shares of Common Stock into escrow and customary deductions for debt, and transaction expenses, as well as customary post-closing adjustments.

69,767,442 Resale Shares were issued to certain of the Selling Stockholders (the “PIPE Investors”) pursuant to that Securities Purchase Agreement, dated January 26, 2026 (the “PIPE SPA”), by and among the Company and the PIPE Investors (the “PIPE”).

We are registering resale of the Resale Shares to satisfy certain registration rights we have granted to the Sellers pursuant to that certain registration rights agreement, dated November 18, 2025, by and among the Company, the Buyer, the Selling Stockholders and the Sellers’ Representative (the “LCM Registration Rights Agreement”) and to satisfy certain registration rights we have granted to the PIPE Investors pursuant to that certain registration rights agreement, dated January 26, 2026, by and among the Company and the PIPE Investors (the “PIPE Registration Rights Agreement”). The Selling Stockholders may offer all or part of the Resale Shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell the Resale Shares 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 Shares offered hereunder, the Selling Stockholders, any underwriters, agents, brokers or dealers participating in such sales, may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The shares of Common Stock being registered for resale were acquired at an effective price below the trading price of the shares of Common Stock as of the date of this prospectus. Accordingly, the Selling Stockholders may have an incentive to sell at effective prices lower than the trading price of the Common Stock as of the date of this prospectus and may profit significantly even under circumstances in which our other stockholders would experience losses in connection with their investment. For additional information, see “Risk Factors — Risks Relating to Ownership of Our Securities — The Selling Stockholders acquired or have the right to acquire 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 its 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 Stockholders pursuant to this prospectus represent approximately 35.0% of our total issued and outstanding Common Stock as of January 28, 2026. Given the substantial number of Resale Shares being registered for potential resale by the Selling Stockholders pursuant to the registration

statement of which this prospectus forms a part, the sale of such Resale Shares by the Selling Stockholders, or the perception in the market that the Selling Stockholders may sell or intend to sell all or a significant portion of such Resale Shares, could increase the volatility of the trading price of our Common Stock or result in a significant decline in the trading price of our Common Stock.

We will not receive any proceeds from the sale of the Resale Shares by the Selling Stockholders.

We will bear all costs, expenses, and fees in connection with the registration of the Resale Shares. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Resale Shares.

Our shares of Common Stock are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “USAR.” On February 2, 2026, the closing price of our Common Stock was $22.12 per share.

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

Investing in our Common Stock 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 , 2026.