S-3 1 ea0290009-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 13, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________________________________________

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________________________________________

USA Rare Earth, Inc.
(Exact name of registrant as specified in its charter)

________________________________________________

Delaware		98-1720278
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

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)

________________________________________________

Valerie Ford Jacob
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 L. 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 the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

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, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

		Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		3
MARKET AND INDUSTRY DATA		4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		5
PROSPECTUS SUMMARY		9
RISK FACTORS		12
USE OF PROCEEDS		14
SELLING STOCKHOLDERS		15
PLAN OF DISTRIBUTION		22
LEGAL MATTERS		24
EXPERTS		24

Issuer		USA Rare Earth, Inc.
Common Stock Offered by Us		Up to 32,514,143 shares of Common Stock, consisting of: (i) up to 15,653,227 shares of Common Stock that are or may become issuable by us upon the exercise of certain Preferred Investor Warrants, 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; (ii) up to 5,000,000 Earnout Shares that are issuable by us to Eligible Stockholders upon the occurrence of specified events pursuant to the Business Combination Agreement for no additional consideration; and (iii) up to 11,860,916 shares of Common Stock issuable upon the conversion of 695,989 shares Series A Preferred Stock, and assuming solely for this purpose that the conversion price of such Series A Preferred Stock is $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 shares of Series A Preferred Stock.
Common Stock That May Be Offered and Sold From Time to Time by the Selling Stockholders		Up to 94,362,903 shares of Common Stock.
Terms of the Offering		We will issue shares of Common Stock issuable upon (i) exercise of the Preferred Investor Warrants pursuant to the terms of the applicable Preferred Investor Warrants, (ii) vesting of the Earnout Shares pursuant to the terms of the Business Combination Agreement and (iii) conversion of the Series A Preferred Stock pursuant to the terms of the Series A Preferred Stock. The Selling Stockholders will determine when and how they will dispose of any shares of Common Stock.
Use of Proceeds		We will receive the proceeds from any exercise of the Preferred Investor Warrants for cash. The Preferred Investor Warrants entitle the holders thereof to purchase one share of our Common Stock at a price of $7.00 per share. Assuming the exercise of all outstanding Preferred Investor Warrants for cash, we would receive aggregate proceeds of approximately $17.1 million. We believe that the likelihood that holders of Preferred Investor Warrants determine to exercise their 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 price of our Common Stock is below $7.00 per share, holders will be unlikely to cash exercise their Preferred Investor Warrants, resulting in little to no cash proceeds to us. There is no assurance that the Preferred Investor Warrants will remain “in the money” prior to their expiration or that holders will exercise their Preferred Investor Warrants. Holders of Preferred Investor Warrants have the option to exercise their Preferred Investor Warrants, on a cashless basis under certain circumstances in accordance with the terms of the Preferred Investor Warrants. If the Preferred Investor Warrants are exercised pursuant to a cashless exercise feature, we will not receive any cash from these exercises.

		We intend to use the proceeds received from the exercise of the Preferred Investor Warrants, if any, for general corporate purposes. See “Use of Proceeds.” We will not receive any additional proceeds upon the issuance of the Earnout Shares or the Common Stock issuable upon conversion of shares of Series A Preferred Stock. All of the shares of Common Stock offered by the Selling Stockholders will be sold by them for their respective accounts. We will not receive any of the proceeds from these sales. The Selling Stockholders will pay any underwriting fees, discounts, selling commissions, stock transfer taxes, and certain legal expenses incurred by such Selling Stockholders in disposing of their shares of Common Stock, and we will bear all other costs, fees, and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees, and fees and expenses of our counsel and our independent registered public accountants.
Common Stock Outstanding		223,035,366 shares of Common Stock as of May 11, 2026
Risk factors		You should carefully read the “Risk Factors” beginning on page 12 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Common Stock.
Nasdaq Symbol		“USAR”

Name	Common Stock Beneficially Owned Prior to Offering	Common Stock Registered Hereby	Common Stock Beneficially Owned After Sale of all Common Stock Offered Hereby
Inflection Point Holdings II LLC(1)	3,125,000	3,125,000	—
Inflection Point Fund I, LP(2)	1,236,407	5,847,678	562,500
The Critical Minerals Trust(3)	14,610,644	15,550,263	—
Bayshore Rare Earths II, LLC(4)	6,715,873	7,527,481	—
Bayshore Rare Earths, LLC(5)	2,060,869	2,309,924	—
Bayshore Capital Holdings Group, LLC(6)	62,816	66,856	—
M. Tready A. Smith Revocable Trust(7)	39,621	42,169	—
Michael Blitzer 2012 Revocable Living Trust(8)	1,654,722	7,004,493	847,500
Bowon M&P Co., Ltd.(9)	2,147,243	16,239,642	—
Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B(10)	403,009	3,160,999	—
Cohen & Company Securities, LLC(11)	50,000	100,000	—
Steve Ridge(12)	70,709	75,257	—
David Kronenfeld(13)	130,351	82,886	47,465
Australasian Minerals & Trading (S) Pte Ltd(14)	1,881,206	2,224,872	—
Velmurugan Vaikundarajan(15)	912,937	1,079,716	—
Chenthil Rajan Jegadeesan(16)	608,625	719,811	—
Muthurajan Jegadeesan(17)	608,625	719,811	—
Subramanian Vaikundarajan(18)	912,937	1,079,716	—
Subburajan Jegadeesan(19)	608,625	719,811	—
Inflection Point Freedom Fund LP(20)	15,734	15,734	—
Alyeska Master Fund, LP(21)	12,933,246	11,165,000	1,768,246
Entities advised or subadvised by T. Rowe Price Associates, Inc.(22)	2,297,060	2,297,060	—
Citadel CEMF Investments Ltd.(23)	375,000	375,000	—
Point72 Associates, LLC(24)	220,706	220,706	—
Entities affiliated with Blackrock, Inc.(25)	1,587,000	1,587,000	—
Entities Affiliated with Capital Research and Management Company(26)	1,460,990	1,448,244	12,746
Entities affiliated with Hood River Capital Management LLC(27)	1,445,000	1,445,000	—
Adage Capital Partners LP(28)	1,160,000	1,160,000	—
Entities affiliated with Millennium Management LLC(29)	1,382,048	466,050	915,998
Atlas Private Holdings (Cayman) Ltd.(30)	124,687	124,687	—
Entities affiliated with Seven Grand(31)	262,500	262,500	—
Fidelity Securities Fund: Fidelity Small Cap Growth Fund(32)	574,205	574,205	—
Fidelity Securities Fund: Fidelity Small Cap Growth K6 Fund(32)	288,719	288,719	—
Entities affiliated with Yaupon Capital GP LLC(33)	700,000	700,000	—
Entities managed or submanaged by Encompass Capital Advisors(34)	465,000	465,000	—
Entities affiliated with Newtyn Management(35)	464,000	464,000	—
The Trustees of the University of Pennsylvania(36)	940,094	465,000	475,094

	Amount
SEC registration fee	$	463,000(1)
Accounting fees and expenses		(2)
Legal fees and expenses		(2)
Transfer agent and registrar fees and expenses		(2)
Trustee fees and expenses		(2)
Blue sky fees and expenses (including legal fees)		(2)
Printing and miscellaneous fees and expenses		(2)
Total	$	(2)

Exhibit Number	Exhibit Description	Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
2.1†	Business Combination Agreement, dated as of August 21, 2024, by and among Inflection Point Acquisition Corp. II, LLC, IPXX Merger Sub, LLC and USA Rare Earth, LLC.	S-4/A	333-283181	2.1	2/13/2025
2.2	Amendment No. 1 to Business Combination Agreement, dated as of November 11, 2024, by and among Inflection Point Acquisition Corp. II, LLC, IPXX Merger Sub, LLC and USA Rare Earth, LLC.	S-4/A	333-283181	2.2	2/13/2025
2.3†	Amendment No. 2 to Business Combination Agreement, dated as of January 30, 2025, by and among Inflection Point Acquisition Corp. II, LLC, IPXX Merger Sub, LLC and USA Rare Earth, LLC.	S-4/A	333-283181	2.4	2/13/2025
2.4	Certificate of Merger of IPXX Merger Sub, LLC with and into USA Rare Earth, LLC.	8-K	001-41711	2.4	3/19/2025
2.5	Plan of Domestication	8-K	001-41711	2.5	3/19/2025
2.6†	Share Purchase Agreement, dated as of September 26, 2025, by and among USA Rare Earth, Inc., Laconia Acquisition Sub Limited, Indian Ocean Rare Metals Pte Ltd, the shareholders of Indian Ocean Rare Metals Pte Ltd and Grant Smith, solely in his capacity as the sellers’ representative.	8-K	001-41711	2.1	9/29/2025
2.7†	Agreement and Plan of Merger, dated March 4, 2026, by and among USA Rare Earth, Inc., Texas Mineral Resources Corp., Hamer Merger Sub, Inc. and Hamer Merger Sub, LLC.	8-K	001-41711	2.1	3/5/2026
2.8†	Agreement and Plan of Merger, dated April 19, 2026, by and among USA Rare Earth, Inc., SVRE Holdings LTD, Middlebury Merger Sub Ltd. and the Serra Verde Rare Earths Ltd., as the Seller Representative.	8-K	001-41711	2.1	4/20/2026
3.1	Certificate of Corporate Domestication of USA Rare Earth, Inc.	8-K	001-41711	3.1	3/19/2025
3.2	Certificate of Incorporation of USA Rare Earth, Inc.	8-K	001-41711	3.2	3/19/2025
3.3	Bylaws of USA Rare Earth, Inc.	8-K	001-41711	3.3	3/19/2025
3.4	USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock.	8-K	001-41711	3.4	3/19/2025
3.5	Certificate of Amendment, dated May 1, 2025, to USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock.	8-K	001-41711	3.2	5/5/2025
3.6	Certificate of Amendment, dated January 26, 2026, to USA Rare Earth, Inc. Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock.	8-K	001-41711	3.1	1/26/2026
4.1	Specimen Common Stock Certificate of USA Rare Earth, Inc.	S-4/A	333-283181	4.5	2/13/2025
4.2	Form of Warrant issued to each Series A Investor.	8-K	001-41711	4.4	3/19/2025
4.3	Form of Warrant issued to PIPE Investors.	10-Q	001-41711	4.2	5/15/2025
4.4	Form of Waiver to Warrants issued to Series A Investors and PIPE Investors.	8-K	001-41711	4.5	5/5/2025
4.5	Form of Amendment to Warrants issued to Series A Investors and Closing PIPE Investors.	8-K	001-41711	4.1	1/26/2026
5.1*	Opinion of White & Case LLP with respect to the legality of the securities being offered.

		USA RARE EARTH, INC.
		By:		/s/ Barbara Humpton
		Name:		Barbara Humpton
		Title:		Chief Executive Officer

Signature		Title
/s/ Barbara Humpton		Director, Chief Executive Officer
Barbara Humpton		(Principal Executive Officer)
/s/ William Robert Steele Jr.		Chief Financial Officer
William Robert Steele Jr.		(Principal Financial and Accounting Officer)
/s/ Michael Blitzer		Chair
Michael Blitzer
/s/ Thomas Caulfield		Director
Thomas Caulfield
/s/ Mordechai Gutnick		Director
Mordechai Gutnick
/s/ Paul Kern		Director
Paul Kern
/s/ Otto Schwethelm		Director
Otto Schwethelm
/s/ Michael Senft		Director
Michael Senft
/s/ Carolyn Trabuco		Director
Carolyn Trabuco

SEC Form S-3 filed by USA Rare Earth Inc.