UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to __________ Commission File Number: 001-41711 USA Rare Earth, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 98-1720278 (S ...

Exhibit 99.1 Ballard continued, "We are seizing this pivotal moment in the rare earth mineral and magnet industry to accelerate and strengthen our mine-to-magnet supply chain. With a strong capital position, disciplined growth strategy, and clear vision, we are scaling rapidly—through targeted internal investments and strategic opportunities that expand our capabilities, enhance returns, and solidify our leadership in this quickly evolving global market." STILLWATER, Okla. - August 11, 2025 – USA Rare Earth ...

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].