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 March 31, 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) (State or other jurisdicti ...

Forward-looking Statements Certain matters discussed in this press release and on the conference call (see information below) are or contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. These statements include statements relating to the Company's expectations for future development, operations, business strategie ...

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].