USA Rare Earth, Inc.

For the period ended Jun 30, 2025. Filed Aug 11, 2025.

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.

Jun 30, 2025 · Filed Aug 11, 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 Stockholders’ Equity

Condensed Consolidated Statements of Stockholders' (Deficit) Equity

Three Months Ended June 30, 2025 · Six Months Ended June 30, 2025
Shares · Amount · Shares · Amount
(In thousands)
Common Stock
Beginning balance (1)	81,952		$8	60,091		$6
Transaction bonus	—		—	78		—
Extinguishment of note payable	—		—	140		—
USARE LLC Convertible Preferred unit dividends	—		—	182		—
Reverse recapitalization merger	—		—	21,461		2
Conversion of 12% Series A Convertible Preferred Stock	2,610		—	2,610		—
Exercise of Warrants	3,051		1	3,051		1
PIPE financing	8,550		1	8,550		1
Other issuances	26		—	26		—
Ending balance	96,189		$10	96,189		$10
Additional Paid-In Capital
Beginning balance (1)		$24			$104,244
Equity-based compensation - incentive units		—			241
Transaction bonus		—			841
Extinguishment of note payable		—			1,506
USARE LLC Convertible Preferred unit dividends		—			(1,082)
Issuance of preferred stock and warrants, net of issuance costs		—			5,367
Deferred offering costs		—			(4,234)
Deemed dividend - preferred accretion to redemption value		(11,569)			(11,676)
Reverse recapitalization merger		—			27,718
Earnout liability		—			(99,639)
Conversion of Series A Warrants into liability-classified warrants		—			(34,612)
Warrant exercises		38,469			38,469
Conversions of 12% Series A Convertible Preferred Stock		18,724			18,724
Forward purchase agreements prepayment		—			(351)
Early termination of forward purchase agreements		336			399
Accretion of forward purchase agreements		(67)			2
Common stock issuance		353			353
Ending balance		$46,270			$46,270
Subscription Receivable
Beginning balance (1)		$(17,187)			$—
Forward purchase agreements prepayment		—			(20,389)
Early termination of forward purchase agreements		17,120			20,391
Accretion of forward purchase agreements		67			(2)
Ending balance		$—			$—
Accumulated Deficit
Beginning balance (1)		$(37,994)			$(72,872)
Reverse recapitalization merger		—			(16,954)
Net loss		(142,506)			(90,674)
Ending balance		$(180,500)			$(180,500)
Non-Controlling Interest
Beginning balance (1)		$2,493			$2,643
Net loss		(207)			(357)
Ending balance		$2,286			$2,286
Total Stockholders’ (Deficit) Equity
Beginning balance (1)		$(52,656)			$34,021
Ending balance		(131,934)			(131,934)

(1)Recast as of January 1, 2025. 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, “Merger Transaction”.

Condensed Consolidated Statements of Stockholders' (Deficit) Equity

(cont’d)

Three Months Ended June 30, 2024 (1) · Six Months Ended June 30, 2024 (1)
Units · Amount · Units · Amount
(In thousands)
Common Stock
Beginning balance (as previously reported)				—		$—
Retroactive application of recapitalization				59,213		6
Beginning balance (as adjusted)	59,425		$6		59,213		6
USARE LLC Convertible Preferred Stock Class C and C-1 dividends	215		—		427		—
Ending balance	59,640		$6		59,640		$6
Common Units Class A
Beginning balance (as previously reported)				206,520		$3,704
Retroactive application of recapitalization				(206,520)		(3,704)
Beginning balance (as adjusted) and ending balance				—		$—
Common Units Class B
Beginning balance (as previously reported)				20,779		$3,189
Retroactive application of recapitalization				(20,779)		(3,189)
Beginning balance (as adjusted) and ending balance				—		$—
Convertible Preferred Units Class C
Beginning balance (as previously reported)				54,592		$73,079
Retroactive application of recapitalization				(54,592)		(73,079)
Beginning balance (as adjusted) and ending balance				—		$—
Beginning balance (as previously reported)				7,861		$13,404
Retroactive application of recapitalization				(7,861)		(13,404)
Beginning balance (as adjusted) and ending balance				—		$—
Additional Paid-In Capital
Beginning balance (as previously reported)					$—
Retroactive application of recapitalization					93,370
Beginning balance (as adjusted)		$94,333				93,370
Equity-based compensation		(315)				34
Issuance of warrants		—				614
Convertible Preferred dividends		2,973				2,973
Ending balance		$96,991				$96,991
Accumulated deficit
Beginning balance (as previously reported)					$(54,223)
Retroactive application of recapitalization					—
Beginning balance (as adjusted)		$(58,683)				(54,223)
USARE LLC Convertible Preferred dividends		(2,973)				(2,973)
Dilution of non-controlling interest		10				22
Net loss		(2,597)				(7,069)
Ending balance		$(64,243)				$(64,243)
Non-controlling interest
Beginning balance (as previously reported)					$3,331
Retroactive application of recapitalization					—
Beginning balance (as adjusted)		$3,119				3,331
Dilution of non-controlling interest		(10)				(22)
Net loss		(222)				(422)
Ending balance		$2,887				$2,887
Total stockholders’ equity
Beginning balance (as adjusted)		$38,775				$42,484
Ending balance		35,641				35,641

(1)The shares of the Company’s common stock, common stock units and preferred stock units 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, “Merger Transaction”.

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.