$REA

Rare Earths Americas, Inc.

CIK:0002095743|SEC Filings

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Operating expenses:
Exploration and evaluation expenses	$ 4,566	$ 115	$ 6,631	$ 165
General and administrative expenses	8,174	269	10,890	518
Depreciation expense	36	2	59	3
Transaction costs	0	157	0	157
Total operating expenses	12,776	543	17,580	843
Operating loss	(12,776)	(543)	(17,580)	(843)
Other income (expenses):
Interest income	503	0	630	0
Interest expense	(29)	(58)	(74)	(59)
Foreign currency transaction gain/(loss)	1	0	(3)	0
Change in fair value of SAFE	(1,216)	0	(4,625)	0
Change in fair value of warrants	727	0	(7,919)	0
Total other (expenses) income	(14)	(58)	(11,991)	(59)
Loss before income taxes	(12,790)	(601)	(29,571)	(902)
Provision for income taxes	0	0	0	0
Net loss	(12,790)	(601)	(29,571)	(902)
Less: Net loss attributable to noncontrolling interest	0	0	0	0
Net loss attributable to Rare Earths Americas, Inc.	$ (12,790)	$ (601)	$ (29,571)	$ (902)
Net loss per common share, basic	$ (0.7)	$ (0.06)	$ (1.78)	$ (0.1)
Net loss per common share, diluted	$ (0.7)	$ (0.06)	$ (1.78)	$ (0.1)
Weighted average common shares outstanding, basic	18,186,556	9,375,000	16,585,168	9,375,000
Weighted average common shares outstanding, diluted	18,186,556	9,375,000	16,585,168	9,375,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities:
Net loss	$ (29,571)	$ (902)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation expense	59	3
Loss on foreign currency transaction	3	0
Stock-based compensation expense	7,086	0
Provision for labor claims	15	13
Allocated expenses from parent	0	63
Change in fair value of warrants	7,919	0
Change in fair value of SAFE	4,625	0
Exploration option purchased with shares	362	0
Noncash interest expense	58	0
Changes in operating assets and liabilities:
Prepaid expenses	(991)	(126)
Other assets	(181)	9
Accounts payable	442	(3)
Accrued expenses	(240)	0
Accounts payable to related parties	0	1,219
Other liabilities	149	(20)
Net cash (used in) provided by operating activities	(10,265)	256
Cash flows from investing activities:
Purchases of short-term investments	(74,871)	0
Proceeds from sales of short-term investments	8,231	0
Purchases of property and equipment	(414)	(2)
Investment in mineral interests	(94)	0
Net cash used in investing activities	(67,148)	(2)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriting discounts and commissions ($4,832)	64,197	0
Payments for taxes related to net share settlement of equity awards	(162)	0
Payments of deferred offering costs	(2,858)	(206)
Warrant exercises	214	0
SAFE proceeds	3,365	0
Net cash provided by (used in) financing activities	64,756	(206)
Effect of exchange rates on cash and cash equivalents	(85)	(43)
Net decrease in cash and cash equivalents	(12,742)	5
Cash and cash equivalents at beginning of period	22,841	6
Cash and cash equivalents at end of period	10,099	11
Supplemental non-cash information:
Non-cash contribution from REA Australia	0	63
Unpaid deferred offering costs	180	0
SAFE Liability conversion to common stock	19,705	0
Related party note conversion to common stock	1,322	0
Lease liabilities arising from obtaining right-of-use assets	$ 134	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current assets
Cash and cash equivalents	$ 10,099	$ 22,841
Short-term investments	66,640	0
Prepaid expenses	1,201	216
Other current assets	72	53
Total current assets	78,012	23,110
Non-current assets
Property and equipment, net	739	390
Mineral interests (includes $2,275 and $2,275, respectively, related to consolidated VIEs)	23,421	23,327
Deferred offering costs	0	1,968
Other non-current assets	210	42
Total non-current assets	24,370	25,727
Total assets	102,382	48,837
Current liabilities
Accounts payable (includes $841 and $362, respectively, related to consolidated VIEs)	1,574	1,486
Accrued expenses (includes $254 and $22, respectively, related to consolidated VIEs)	736	1,211
Convertible related party loan	0	1,123
Other current liabilities (includes $133 and $34, respectively, related to consolidated VIEs)	$ 143	$ 36
Other Liability, Current, Related Party [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Total current liabilities	$ 2,453	$ 3,856
Non-current liabilities
SAFE liability	0	11,715
Warrant liability	11,675	4,433
Other non-current liabilities (includes $64 and $20, respectively, related to consolidated VIEs)	$ 968	$ 370
Other Liability, Noncurrent, Related Party [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Total non-current liabilities	$ 12,643	$ 16,518
Total liabilities	15,096	20,374
Commitments and contingencies (Note 12)
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2026 and December 31, 2025
Common stock, $0.0001 par value, 500,000,000 shares authorized, 19,953,892 and 14,965,987 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	2	1
Additional paid-in-capital	134,910	46,292
Accumulated other comprehensive loss	(492)	(267)
Accumulated deficit	(49,409)	(19,838)
Equity attributable to stockholders of the Company	85,011	26,188
Noncontrolling interest	2,275	2,275
Total stockholders' equity	87,286	28,463
Total liabilities and stockholders' equity	$ 102,382	$ 48,837