Financial Performance - For the three months ended March 31, 2025, total operating costs and expenses increased by 86% to $8.72 million compared to $4.70 million in the same period of 2024 [186]. - Selling, general and administrative expenses rose by 166% to $7.03 million, primarily due to a $3.7 million increase in financial consulting and legal fees [187]. - Research and development expenses decreased by 18% to $1.69 million, attributed to lower consulting fees related to feasibility studies [188]. - The company reported a net income of $51.68 million for the quarter ended March 31, 2025, largely due to a non-cash fair value gain on financial instruments of $60.3 million [193]. - Net cash used in operating activities increased by $6.1 million, from $(4.2) million in Q1 2024 to $(10.3) million in Q1 2025 [200]. - Cash used in investing activities rose by $2.0 million, from $(1.0) million in Q1 2024 to $(3.1) million in Q1 2025, primarily due to additional investments in property, plant, and equipment [201]. - Net cash provided by financing activities increased by $20.4 million, from $(0.4) million in Q1 2024 to $20.0 million in Q1 2025, largely attributed to net financing activities and contributions from the Merger [202]. Company Operations - USA Rare Earth, Inc. has not yet realized any revenues from its planned operations and is currently in the exploration and research stages [170][173]. - The company has not yet commenced production at its Stillwater Facility or Round Top Project, which involves high financial risk and uncertainty [172][173]. - The Round Top Deposit has not yet established commercially exploitable quantities of mineral reserves, posing a risk to future mining operations [207]. Financial Position and Capital Needs - As of March 31, 2025, the company had cash and cash equivalents of $23.4 million, with additional cash proceeds of $11.5 million received from early terminations of Forward Purchase Agreements [197][194]. - The company expects to incur significant additional annual expenses related to public company regulatory requirements following its merger and listing on NASDAQ [183]. - The company has a substantial doubt regarding its ability to continue as a going concern for the next twelve months due to the need for additional capital [196]. - The company intends to use net proceeds from a recent $75 million PIPE financing for working capital and general corporate purposes [175]. - The company entered into a $1.0 million Senior Convertible Promissory Note agreement with a 10% interest rate, maturing on July 28, 2025 [203]. Risks and Accounting Policies - The company faces significant risks and uncertainties in the magnet technology industry, including competition and development risks [205]. - The company considers Fair Value, Long-Lived Assets, and Equity-based Compensation as critical accounting policies impacting financial condition and results [208]. - The company has elected to retain its emerging growth company status, allowing for an extended transition period for complying with new accounting standards [212].

Financial Performance - USA Rare Earth reported a net income of $51.8 million for Q1 2025, compared to a net loss of $4.5 million in Q1 2024[19] - Adjusted net loss for Q1 2025 was $8.5 million, compared to an adjusted net loss of $4.5 million in Q1 2024[24] - The company reported a revenue of $1.5 billion for Q3 2023, representing a 15% year-over-year increase[26] - The company expects Q4 2023 revenue guidance of $1.7 billion, indicating a 13% growth from Q3 2023[26] - Gross margin improved to 45%, up from 42% in the previous quarter[26] Assets and Cash Flow - Total assets increased to $77.1 million as of March 31, 2025, up from $69.1 million at the end of 2024[17] - Cash and cash equivalents increased to $23.4 million at the end of Q1 2025, up from $16.8 million at the beginning of the year[21] - The company raised over $100 million since the beginning of 2025 to support its business operations[4] Operating Costs and Expenses - Operating costs and expenses for Q1 2025 were $8.7 million, significantly higher than $4.7 million in Q1 2024[19] - Operating expenses increased by 10% due to higher marketing investments[26] Production and Technology - The company produced dysprosium oxide with a purity of over 99% from the Round Top deposit[6] - USA Rare Earth is advancing its processing technologies in Colorado to enhance its rare earth supply chain[4] - The company is focused on establishing domestic rare earth production to meet the growing demand from various industries[14] Customer and Market Expansion - The company signed its first customer MOU for rare earth sintered magnet production scheduled for 2026[6] - New product launches contributed to a 25% increase in sales in the last quarter[26] - Market expansion efforts led to a 30% increase in international sales[26] - The company plans to enter two new markets by the end of 2024, targeting a 15% market share[26] Strategic Initiatives - The company completed a strategic acquisition for $500 million, expected to enhance market share[26] - The company invested $200 million in R&D for new technologies, aiming to enhance product offerings[26] User Growth - User base grew to 10 million active users, a 20% increase compared to the previous quarter[26]

Business Operations and Financial Performance - New USARE has generated negative operating cash flows since inception and may continue to experience negative cash flow from operations in the future [30]. - The ability to convert current commercial discussions into definitive contracts is uncertain, which may adversely affect business prospects [30]. - The company has not commenced producing and selling neo magnets, limiting the accuracy of any forward-looking forecasts [30]. Project Development and Risks - The Round Top Project is currently at the exploration stage and may not develop into a producing mine, posing risks to future operations [30]. - The company operates in a highly competitive industry, which may affect profitability due to fluctuations in demand and pricing for neo magnets [30]. - The production of neo magnets is capital-intensive, requiring substantial resources, and any inability to secure necessary capital could negatively impact operations [30]. - The success of the business will depend on the growth of existing and emerging uses for neo magnets [30]. Regulatory and Environmental Considerations - The company is subject to extensive environmental regulations, which could impose significant costs and liabilities [34]. Human Resources and Management - The company may face challenges in retaining key personnel, which is critical for achieving desired growth levels [34]. Corporate Structure - The Business Combination will be treated as a reverse recapitalization, with USARE OpCo as the predecessor entity [17]. - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not required to provide the information typically required under this item [293].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $1,510,125, consisting of interest and dividend income of $3,427,851, partially offset by operating costs of $1,918,166[122]. - For the nine months ended September 30, 2024, the company had a net income of $7,474,229, with interest and dividend income totaling $10,167,128, offset by operating costs of $2,697,453[123]. - The company reported a net income of $2,856,883 for the three months ended September 30, 2023, with interest income from marketable securities of $3,270,011[124]. - The company had a net income of $3,681,499 for the period from March 6, 2023, through September 30, 2023, with interest income totaling $4,329,480[125]. - Cash used in operating activities for the nine months ended September 30, 2024 was $759,464, with a net income of $7,474,229[143]. - The company reported no dilutive securities as of September 30, 2024, resulting in diluted income per share being the same as basic income per share[160]. Business Combination and Acquisition Plans - The company entered into a Business Combination Agreement with USARE on August 21, 2024, which will result in USARE becoming a wholly owned subsidiary of the company[126]. - The aggregate consideration for the merger with USARE is estimated at $800,000,000, minus USARE's aggregate indebtedness, with additional earn-out considerations of up to 10,000,000 shares of New USARE Common Stock[132]. - The company plans to change its jurisdiction of incorporation to Delaware prior to the closing of the USARE Business Combination[127]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a Business Combination[120]. - The Company has agreed to purchase shares of New USARE's 12% Series A Cumulative Convertible Preferred Stock for an aggregate purchase price of $9,117,648[135]. - The Sponsor has agreed to forfeit 60,000 New USARE Warrants for every $1,000,000 by which gross proceeds from the closing of the USARE Business Combination are below $50,000,000, up to a maximum of 1,500,000 Warrants[137]. - In connection with the USARE Business Combination, CF&CO will accept a cash fee of $4,000,000 or a combination of $2,000,000 cash and 400,000 shares of New USARE Common Stock, plus 2.0% of capital raised exceeding $50,000,000[158]. Capital and Financing - The Company generated gross proceeds of $250,000,000 from the IPO of 25,000,000 Units at $10.00 per Unit, including a partial exercise of the underwriters' over-allotment option[141]. - The Company incurred transaction costs of $18,361,877 related to the IPO, including $4,400,000 in cash underwriting discounts and $13,100,000 in deferred underwriting fees[142]. - As of September 30, 2024, the Company had cash of $141,201, which is intended for identifying and evaluating target businesses[146]. - The Company has an outstanding borrowing of $700,000 under a convertible promissory note issued to CEO Michael Blitzer[150]. - The Company may need to raise additional capital through loans or investments to continue operations and complete its Business Combination[153]. - The company has no long-term debt or capital lease obligations, with a monthly fee of $27,083 to TVC for CFO and Chief of Staff services, which will be reduced to $17,708 in January 2024 and further to $14,746 by September 2024[156]. Market and Regulatory Considerations - The company has not generated any operating revenues since its inception on March 6, 2023, and only incurs non-operating income from interest and dividends[121]. - The company generated non-operating income primarily from interest income on cash and cash equivalents and dividends from marketable securities held in the Trust Account[121]. - Management does not anticipate any material effects from recently issued accounting standards on the company's financial statements[161]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[162].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $3,044,937, primarily from interest and dividend income of $3,389,364 on marketable securities held in the Trust Account[106]. - For the six months ended June 30, 2024, the company achieved a net income of $5,964,104, with interest and dividend income totaling $6,739,277 from marketable securities[107]. - Cash used in operating activities for the six months ended June 30, 2024, was $269,078, with net income impacted by dividend income of $6,739,277[112]. - Net income per share is calculated by dividing net income by the weighted average number of ordinary shares outstanding, with no dilutive securities affecting the calculation[126]. Marketable Securities - As of June 30, 2024, the company held marketable securities in the Trust Account amounting to $265,710,795, consisting of U.S. government treasury obligations and money market funds[114]. IPO and Transaction Costs - The company completed its IPO on May 30, 2023, raising gross proceeds of $250,000,000 from the sale of 25,000,000 Units, including an over-allotment option[110]. - Transaction costs incurred during the IPO totaled $18,361,877, which included $4,400,000 in cash underwriting discounts and $13,100,000 in deferred underwriting fees[111]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024, and has not entered into any special purpose entities[122]. - The company has an outstanding borrowing of $274,750 under a convertible promissory note issued to the CEO, allowing for borrowing up to $2,500,000 for ongoing expenses[119]. Operational Concerns - The company may need to raise additional capital to complete its Business Combination or to cover operational costs, which raises concerns about its ability to continue as a going concern[121]. Services and Expenses - The company incurred $56,646 and $122,536 for services provided by The Venture Collective LLC for the three and six months ended June 30, 2024, respectively[115]. Accounting Standards and Reporting - Management does not anticipate that any recently issued accounting standards will materially affect the Company's financial statements[127]. - The Company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures[129]. Share Structure - The weighted average shares were reduced by 825,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised[126].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $2,919,167, primarily from interest and dividend income of $3,349,913 on marketable securities held in the Trust Account[95]. - Cash used in operating activities for the three months ended March 31, 2024, was $156,457, with net income affected by dividend income from marketable securities[100]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination[94]. IPO and Capital Raising - The company completed its IPO on May 30, 2023, raising gross proceeds of $250,000,000 from the sale of 25,000,000 Units at $10.00 per Unit, along with an additional $7,650,000 from the sale of Private Placement Warrants[98]. - The company incurred transaction costs of $18,361,877 related to the IPO, including $4,400,000 in cash underwriting discounts and $13,100,000 in deferred underwriting fees[99]. - The company may need to raise additional capital to finance working capital or transaction costs related to its initial Business Combination[105]. Assets and Securities - As of March 31, 2024, the company had marketable securities in the Trust Account valued at $262,321,431, consisting of U.S. government treasury obligations and money market funds[101]. - As of March 31, 2024, the company had cash of $119,208 available for identifying and evaluating target businesses[102]. - The company has no off-balance sheet arrangements or obligations as of March 31, 2024[108]. Liabilities and Obligations - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $27,083 for services provided by The Venture Collective LLC[109].

Financial Performance - The company had a net income of $6,748,069 for the period from March 6, 2023, through December 31, 2023, primarily from dividend income of $7,721,518 on marketable securities[364]. - Cash used in operating activities from inception through December 31, 2023, was $948,006[368]. - The company does not expect to generate operating revenues until after completing a business combination[363]. IPO and Capital Raising - The company completed its IPO on May 30, 2023, raising gross proceeds of $250,000,000 from the sale of 25,000,000 Units at $10.00 per Unit[366]. - Following the IPO, a total of $251,250,000 was placed in the Trust Account, with transaction costs amounting to $18,361,877[367]. - The company may need to raise additional capital to finance working capital or transaction costs related to its initial business combination[373]. Assets and Liabilities - As of December 31, 2023, the company held marketable securities in the Trust Account valued at $258,971,518[369]. - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2023[374]. - The company has identified critical accounting policies that may affect reported amounts of assets and liabilities[377]. Operational Expenses - The company incurred monthly fees of $27,083 to The Venture Collective LLC for services, which will continue until the completion of a business combination or liquidation[375].

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $2,856,883, primarily from interest earned on marketable securities held in the Trust Account[89]. - From inception on March 6, 2023, through September 30, 2023, the company achieved a net income of $3,681,499, with total interest income of $4,329,480[90]. - The company incurred operating costs of $420,837 for the three months ended September 30, 2023[89]. Initial Public Offering - The company completed its Initial Public Offering on May 30, 2023, raising gross proceeds of $250,000,000 from the sale of 25,000,000 Units[93]. - Following the Initial Public Offering, a total of $251,250,000 was placed in the Trust Account, after incurring transaction costs of $18,361,877[94]. Trust Account and Securities - As of September 30, 2023, the company held marketable securities in the Trust Account valued at $255,579,480, consisting of U.S. government treasury obligations[96]. - The company plans to use substantially all funds in the Trust Account to complete its initial Business Combination and for working capital of the target business[96]. Cash and Operational Expenses - The company had cash of $337,588 available outside the Trust Account for operational expenses and due diligence on potential target businesses[97]. Debt and Capital Needs - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023[102]. - The company may need to raise additional capital to finance transaction costs related to its initial Business Combination[101].

Financial Performance - The company reported a net income of $830,819 for the three months ended June 30, 2023, primarily from interest earned on marketable securities held in the Trust Account[86]. - Operating costs for the three months ended June 30, 2023, were $228,650, leading to a net income of $830,819 after accounting for interest income[86]. - Cash used in operating activities from inception through June 30, 2023, was $602,933, with net income affected by interest income of $1,059,469[91]. Initial Public Offering - Total gross proceeds from the Initial Public Offering amounted to $250,000,000, with an additional $7,650,000 generated from the sale of Private Placement Warrants[89]. - The company incurred transaction costs of $18,361,877 related to the Initial Public Offering, including $4,400,000 in cash underwriting discounts[90]. Marketable Securities - As of June 30, 2023, the company held marketable securities in the Trust Account valued at $252,309,469[92]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023[98]. - Monthly fees of $27,083.33 are payable to The Venture Collective LLC for services until the completion of a Business Combination[99]. Future Capital Needs - The company may need to raise additional capital to finance transaction costs or working capital deficits related to the initial Business Combination[97]. - The company does not expect to generate operating revenues until after the completion of a Business Combination[85].

Financial Performance - The company reported a net loss of $6,203 for the period from March 6, 2023, to March 31, 2023[74]. - There is substantial doubt about the company's ability to continue as a going concern if a Business Combination is not consummated within one year[84]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $250,000,000 from the sale of 25,000,000 Units at $10.00 per Unit[77]. - An additional $7,650,000 was raised through the sale of 7,650,000 Private Placement Warrants at $1.00 each[77]. - Total funds placed in the Trust Account amounted to $251,250,000, with a per Unit value of $10.05[78]. - Transaction costs incurred during the IPO totaled $18,361,877, including $4,400,000 in cash underwriting discounts[78]. - The underwriters are entitled to a deferred underwriting commission of $13,100,000 upon the completion of the initial Business Combination[87]. Business Combination Plans - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[79]. - Monthly fees of $27,083.33 will be paid to The Venture Collective LLC for services until the completion of the Business Combination[86]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2023[85].