$USAR

USA Rare Earth, Inc.

CIK:0001970622|SEC Filings

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Income Statement [Abstract]
Revenue	$ 5,821	$ 0	$ 11,519	$ 0
Cost of revenue	7,404	0	12,996	0
Gross loss	(1,583)	0	(1,477)	0
Operating expenses:
Selling, general and administrative	32,607	6,227	53,782	13,256
Research and development	10,768	2,577	25,017	4,266
Amortization of intangible assets	1,356	0	2,713	0
Total operating expenses	44,731	8,804	81,512	17,522
Loss from operations	(46,314)	(8,804)	(82,989)	(17,522)
Other income (expense), net
Interest income	370	765	472	952
Dividend income	14,581	0	26,449	0
Grant income	240	0	446	0
(Loss) gain on fair market value of financial instruments, net	22,418	(134,662)	(21,135)	(74,362)
Interest expense and other expense, net	(3,771)	(12)	(4,364)	(99)
Total other income (expense), net	33,838	(133,909)	1,868	(73,509)
Loss before income taxes	(12,476)	(142,713)	(81,121)	(91,031)
Benefit from income taxes	(513)	0	(1,090)	0
Net loss	(11,963)	(142,713)	(80,031)	(91,031)
Net loss attributable to non-controlling interest	(1,630)	(207)	(2,709)	(357)
Net loss attributable to USA Rare Earth, Inc.	(10,333)	(142,506)	(77,322)	(90,674)
Other comprehensive loss, net of tax
Foreign currency translation adjustments	(727)	0	(1,057)	0
Comprehensive loss attributable to USA Rare Earth, Inc.	$ (11,060)	$ (142,506)	$ (78,379)	$ (90,674)
Net loss per share attributable to USA Rare Earth, Inc.:
Basic (in Dollars per share)	$ (0.05)	$ (1.54)	$ (0.37)	$ (0.99)
Diluted (in Dollars per share)	$ (0.05)	$ (1.54)	$ (0.37)	$ (0.99)
Number of shares used in per share calculations:
Basic (in shares)	230,081	92,769	213,347	91,598
Diluted (in shares)	230,081	92,769	213,347	91,598

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities:
Net loss	$ (80,031)	$ (91,031)
Adjustments to reconcile net loss to cash used in operating activities
Equity-based compensation expense	11,003	1,282
Depreciation	1,579	135
Amortization of other intangible assets	2,713	0
Amortization of right of use assets	293	202
Foreign currency transactions	(139)	0
Loss on fair market value of financial instruments	21,135	74,362
Other non-cash adjustments	14	2,099
Changes in operating assets and liabilities:
Accounts receivable	(2,506)	0
Inventories	(26,428)	0
Prepaid and other assets	(18,661)	(1,035)
Accounts payable	7,465	(2,785)
Accrued and other liabilities	8,320	(1,364)
Deferred tax liability	(1,050)	0
Contract liabilities	548	0
Lease liability	139	(103)
Deferred grants	282	0
Net cash used in operating activities	(75,324)	(18,238)
Cash flows from investing activities:
Capital expenditures and equipment deposits	(108,388)	(6,297)
Net cash used in investing activities	(108,388)	(6,297)
Cash flows from financing activities:
IPXX contribution of capital through merger	0	22,867
Prepayment of Forward Purchase Agreements	0	(20,789)
Proceeds from termination of Forward Purchase Agreements	0	20,789
Payment of securities issuance costs	(51,003)	(8,281)
Proceeds from issuance of common stock under PIPE financing	1,500,000	75,000
Payment of deferred government loan costs	(27,745)	0
Proceeds from exercise of warrants	68	21,951
Repayment of revolving credit facility	(1,849)	0
Payments on financed leases	(140)	0
Net cash provided by financing activities	1,419,331	129,565
Effect of exchange rate differences on cash, cash equivalents and restricted cash	(1,175)	0
Net change in cash, cash equivalents and restricted cash	1,234,444	105,030
Cash, cash equivalents and restricted cash, beginning of year	359,925	16,761
Cash, cash equivalents and restricted cash, end of period	1,594,369	121,791
Preferred Stock
Cash flows from financing activities:
Proceeds from issuance of USARE LLC Preferred units	0	23,250
Payment of issuance cost	0	(400)
PIPE Financing
Cash flows from financing activities:
Payment of issuance cost	$ 0	$ (4,822)

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current assets
Cash and cash equivalents	$ 1,530,147	$ 359,925
Accounts receivable	6,270	3,764
Inventories	50,138	18,535
Prepaid expenses	12,347	2,865
Other assets, current	73,687	286
Total current assets	1,672,589	385,375
Property, plant and equipment, net	146,751	86,449
Mineral interests	17,339	17,339
Goodwill	134,848	134,848
Other intangible assets, net	65,899	68,612
Equipment deposits	46,904	1,879
Operating lease right-of-use assets	2,151	321
Deferred arrangement costs	912,091	0
Other assets, non-current	255	176
Total assets	2,998,827	694,999
Current liabilities
Accounts payable	17,367	11,069
Accrued liabilities	31,679	14,073
Contract liabilities, current	1,328	10,500
Note payable	0	1,849
Finance leases, current	290	283
Operating leases, current	350	137
Total current liabilities	51,014	37,911
Deferred grant income	8,482	8,200
Finance leases, non-current	445	592
Operating leases, non-current	2,111	185
Earnout liability	0	108,671
Warrant liability	364,189	19,534
Deferred tax liability	15,665	16,715
Contract liabilities, non-current	9,602	0
Total liabilities	451,508	191,808
Commitments and contingencies (Note 5)
Mezzanine equity
12% Series A Cumulative Convertible Preferred Stock subject to possible redemption	10,347	8,905
Total mezzanine equity	10,347	8,905
Stockholders' equity
Common stock	24	15
Accumulated other comprehensive (loss) income	(927)	130
Additional paid-in capital	3,003,612	879,848
Accumulated deficit	(464,681)	(387,360)
Non-controlling interest	(1,056)	1,653
Total stockholders' equity	2,536,972	494,286
Total liabilities, mezzanine equity, and stockholders' equity	$ 2,998,827	$ 694,999