0001970622-25-000017 | 10-Q | XBRL Viewer

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Equity-Based Compensation - Schedule of Activity Related to Incentive Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2025	Dec. 31, 2024
Units
Outstanding at January 1, 2025 (in shares)	39,185
Conversion to USARE LLC Class A units (in shares)	(39,185)
Outstanding at June 30, 2025 (in shares)	0	39,185
Weighted Average Distribution Threshold
Outstanding, weighted average distribution threshold at January 1, 2025 (in dollars per share)		$ 0.97
Conversion to USARE LLC class a units, weighted average distribution thresholds (in dollars per share)	$ 0.97
Outstanding balance, intrinsic value		$ 46,152

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2025

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value Recurring Basis

The following table presents the financial assets and liabilities measured on a recurring basis by contractual maturity, including pricing category, amortized cost, gross unrealized gains and losses, and fair value.


		As of June 30, 2025								As of December 31,2024
	Pricing Category	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(In thousands)
Assets:
Money market funds	Level 1	$	117,876	$	—	$	—	$	117,876	$	15,709	$	—	$	—	$	15,709









Liabilities:
Derivative liability	Level 3	$	—	$	—	$	—	$	—	$	1,164	$	—	$	—	$	1,164
Earnout liability	Level 3	100,007		—		—		100,007		—		—		—		—
Warrant liability	Level 3	53,715		—		—		53,715		—		—		—		—

Common Stock warrant	Level 3	91,600		—		—		91,600		—		—		—		—
Prefunded warrant	Level 1	23,705		—		—		23,705		—		—		—		—



Total liabilities		$	269,027	$	—	$	—	$	269,027	$	1,164	$	—	$	—	$	1,164

Schedule of Fair Value of Measurement Inputs

The following table summarizes the significant inputs to value the derivative liability.


	February 26, 2025 (1)	December 31, 2024
Class C-1 unit price	n/a	$1.47
Class A common unit price	2.16	n/a
Expected volatility	55.0% - 59.1%	55.0% - 59.1%
Risk-free rate	4.20% - 4.34%	4.20% - 4.34%
Credit risk spread	0.29	0.29
Remaining term (in years)	0.20 - 0.57	0.20 - 0.57

(1.)The Hatch Note was settled on February 26, 2025, and therefore, no further remeasurement was performed after the settlement date.

The following table summarizes the significant inputs to value the Earnout liability.


	June 30, 2025	March 13, 2025
Share price	$10.96	$10.79
Expected volatility	72.0%	66.0%
Risk-free interest rate	3.82%	4.00%
Remaining term (in years)	5.7	6.0

The following table summarizes the significant inputs to value the Series A Investor Warrants liability.


	June 30, 2025	March 13, 2025
Share price	$10.96	$10.79
Exercise price (1)	$7.00	$12.00
Expected volatility	130.0%	65.0%
Risk-free rate	4.06%	3.95%
Dividend yield	—%	—%
Put term (in years)	3.9	4.4

(1.)On May 2, 2025, the Company reset the exercise price of this warrant from $12.00 to $7.00.

The following table summarizes the significant inputs to value the Common Stock warrant liability.


	June 30, 2025	May 2, 2025
Share price	$10.96	$10.31
Exercise price	$7.00	$7.00
Expected volatility	130.0%	140.0%
Risk-free rate	4.06%	4.21%
Dividend yield	—%	—%
Put term (in years)	5.1	5.4

(1)Put term is 6-years from date of first exercise.

The following table summarizes the significant inputs to value the Prefunded warrants measured at fair value on a recurring basis.


	June 30, 2025	May 2, 2025
Share price	$10.96	$10.31
Exercise price	$0.0001	$0.0001

Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation

The following table presents the reconciliation of the derivative liability measured at fair value on a recurring basis.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)
Beginning balance	$	—	$	420	$	1,164	$	420

Change in estimated fair value (1)	—		—		(716)		—
Settlement of the Note upon conversion	—		—		(448)		—


Ending balance	$	—	$	420	$	—	$	420

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

The following table presents the reconciliation of the Earnout liability measured at fair value on a recurring basis.


	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025

	(In thousands)
Beginning balance	$	46,232		$	—
Establishment of liability at March 13, 2025	—			99,639
Change in estimated fair value (1)	53,775			368



Ending balance	$	100,007		$	100,007

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

The following table presents the reconciliation of the Series A Investor Warrants liability measured at fair value on a recurring basis.


	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025

	(In thousands)
Beginning balance	$	34,475		$	—
Establishment of liability at March 13, 2025	—			40,652
Change in estimated fair value (1)	35,758			29,581
Warrant exercises	(16,518)			(16,518)


Ending balance	$	53,715		$	53,715

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations

The following table presents the reconciliation of the Common Stock warrant liability measured at fair value on a recurring basis.


	Three and Six Months Ended June 30, 2025

		(In thousands)

Establishment of liability at May 2, 2025		$	84,807
Change in estimated fair value (1)		6,793



Ending balance		$	91,600

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

The following table presents the reconciliation of the Prefunded warrant liability measured at fair value on a recurring basis.


	Three and Six Months Ended June 30, 2025

		(In thousands)

Establishment of liability at May 2, 2025		$	22,309
Change in estimated fair value (1)		1,396



Ending balance		$	23,705

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value of Financial Instruments on a Recurring Basis


		As of June 30, 2025								As of December 31,2024
	Pricing Category	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(In thousands)
Assets:
Money market funds	Level 1	$	117,876	$	—	$	—	$	117,876	$	15,709	$	—	$	—	$	15,709









Liabilities:
Derivative liability	Level 3	$	—	$	—	$	—	$	—	$	1,164	$	—	$	—	$	1,164
Earnout liability	Level 3	100,007		—		—		100,007		—		—		—		—
Warrant liability	Level 3	53,715		—		—		53,715		—		—		—		—

Common Stock warrant	Level 3	91,600		—		—		91,600		—		—		—		—
Prefunded warrant	Level 1	23,705		—		—		23,705		—		—		—		—



Total liabilities		$	269,027	$	—	$	—	$	269,027	$	1,164	$	—	$	—	$	1,164

Level 3 Valuation and Reconciliation

Derivative Liability

On February 26, 2025, the Company remeasured the derivative liability using the Black-Scholes model upon the change in terms of the Hatch Note. The Hatch Note was settled on February 26, 2025, and therefore, no further remeasurement was performed after the settlement date. See Note 10, “Note Payable” for additional information regarding the Hatch Note.

The following table summarizes the significant inputs to value the derivative liability.


	February 26, 2025 (1)	December 31, 2024
Class C-1 unit price	n/a	$1.47
Class A common unit price	2.16	n/a
Expected volatility	55.0% - 59.1%	55.0% - 59.1%
Risk-free rate	4.20% - 4.34%	4.20% - 4.34%
Credit risk spread	0.29	0.29
Remaining term (in years)	0.20 - 0.57	0.20 - 0.57

(1.)The Hatch Note was settled on February 26, 2025, and therefore, no further remeasurement was performed after the settlement date.

The following table presents the reconciliation of the derivative liability measured at fair value on a recurring basis.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)
Beginning balance	$	—	$	420	$	1,164	$	420

Change in estimated fair value (1)	—		—		(716)		—
Settlement of the Note upon conversion	—		—		(448)		—


Ending balance	$	—	$	420	$	—	$	420

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

Earnout Liability

The Company valued the Earnout liability using a Monte Carlo simulation which includes Level 3 unobservable inputs on the initial valuation date (March 13, 2025) and June 30, 2025.

The following table summarizes the significant inputs to value the Earnout liability.


	June 30, 2025	March 13, 2025
Share price	$10.96	$10.79
Expected volatility	72.0%	66.0%
Risk-free interest rate	3.82%	4.00%
Remaining term (in years)	5.7	6.0

The following table presents the reconciliation of the Earnout liability measured at fair value on a recurring basis.


	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025

	(In thousands)
Beginning balance	$	46,232		$	—
Establishment of liability at March 13, 2025	—			99,639
Change in estimated fair value (1)	53,775			368



Ending balance	$	100,007		$	100,007

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

Warrant Liability

On March 13, 2025, the Company issued Series A Investor Warrants in exchange for prior Class A Purchase Warrants in connection with the Merger and related transactions. The Company valued the liability classified Series A Investor Warrants using a Monte Carlo simulation, which includes Level 3 unobservable inputs on the initial valuation date (March 13, 2025) and June 30, 2025. On May 2, 2025, the exercise price reset from $12.00 to $7.00 as a result of the $75M PIPE (as defined below). See Common Stock Warrant Liability and $75M PIPE Prefunded Warrant Liability sections in this footnote below, and Note 11, “Mezzanine and Stockholders' Equity” for further details related to the $75M PIPE financing.

The following table summarizes the significant inputs to value the Series A Investor Warrants liability.


	June 30, 2025	March 13, 2025
Share price	$10.96	$10.79
Exercise price (1)	$7.00	$12.00
Expected volatility	130.0%	65.0%
Risk-free rate	4.06%	3.95%
Dividend yield	—%	—%
Put term (in years)	3.9	4.4

(1.)On May 2, 2025, the Company reset the exercise price of this warrant from $12.00 to $7.00.

The following table presents the reconciliation of the Series A Investor Warrants liability measured at fair value on a recurring basis.


	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025

	(In thousands)
Beginning balance	$	34,475		$	—
Establishment of liability at March 13, 2025	—			40,652
Change in estimated fair value (1)	35,758			29,581
Warrant exercises	(16,518)			(16,518)


Ending balance	$	53,715		$	53,715

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

Private Investment in Public Entity Financing

On May 2, 2025, the Company closed its private investment in public equity financing (“$75M PIPE”) with a single institutional investor. The $75M PIPE included issuance of Common Stock, Common Stock warrants and Prefunded warrants. Both Common Stock and Prefunded warrants are treated as liabilities and are remeasured at each reporting date, with the corresponding gain or loss recognized in (Loss) gain on fair market value of financial instruments on the Company’s Condensed Consolidated Statements of Operations.

See Note 11, “Mezzanine and Stockholders' Equity – Private Investment in Public Entity Financing” for further information regarding the issuances under the $75M PIPE.

Common Stock Warrant Liability Valuation

The Company valued the Common Stock warrant, which includes Level 3 unobservable inputs using a Monte Carlo simulation model at issuance and at reporting date.

The following table summarizes the significant inputs to value the Common Stock warrant liability.


	June 30, 2025	May 2, 2025
Share price	$10.96	$10.31
Exercise price	$7.00	$7.00
Expected volatility	130.0%	140.0%
Risk-free rate	4.06%	4.21%
Dividend yield	—%	—%
Put term (in years)	5.1	5.4

(1)Put term is 6-years from date of first exercise.

The following table presents the reconciliation of the Common Stock warrant liability measured at fair value on a recurring basis.


	Three and Six Months Ended June 30, 2025

		(In thousands)

Establishment of liability at May 2, 2025		$	84,807
Change in estimated fair value (1)		6,793



Ending balance		$	91,600

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

Prefunded Warrant Liability Valuation

The Company valued the Prefunded warrant based on the Company’s share value at issuance and at reporting date.

The following table summarizes the significant inputs to value the Prefunded warrants measured at fair value on a recurring basis.


	June 30, 2025	May 2, 2025
Share price	$10.96	$10.31
Exercise price	$0.0001	$0.0001

The following table presents the reconciliation of the Prefunded warrant liability measured at fair value on a recurring basis.


	Three and Six Months Ended June 30, 2025

		(In thousands)

Establishment of liability at May 2, 2025		$	22,309
Change in estimated fair value (1)		1,396



Ending balance		$	23,705

(1.)Change in estimated fair value is recognized in (Loss) gain on fair market value of financial instruments in the Company’s Condensed Consolidated Statements of Operations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 107
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Section 55
-Paragraph 100
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (c)(3)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
-Paragraph 6A
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
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-Topic 820
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Mezzanine and Stockholders’ Equity - Common Stock (Details) shares in Thousands	Jun. 30, 2025 $ / shares shares
Mezzanine and Stockholders’ Equity - Schedule of Conversion of Common Stock (Details) [Line Items]
Common Stock Shares and Warrants Issued	37,377
Common Stock shares
Mezzanine and Stockholders’ Equity - Schedule of Conversion of Common Stock (Details) [Line Items]
Common Stock Shares and Warrants Issued	8,550
Common Stock warrants
Mezzanine and Stockholders’ Equity - Schedule of Conversion of Common Stock (Details) [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	$ 7.00
Common Stock Shares and Warrants Issued	10,714
Prefunded warrants
Mezzanine and Stockholders’ Equity - Schedule of Conversion of Common Stock (Details) [Line Items]
Exercise Price (in Dollars per share) \| $ / shares	$ 0.0001
Common Stock Shares and Warrants Issued	2,164

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2025	Aug. 04, 2025
Entity Addresses [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2025
Document Transition Report	false
Entity File Number	001-41711
Registrant Name	USA Rare Earth, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1720278
Entity Address, Address Line One	100 W. Airport Road
Entity Address, City or Town	Stillwater
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74075
City Area Code	(813)
Local Phone Number	867-6155
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		97,427,087
Document Fiscal Year Focus	2025
Central Index Key	0001970622
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Stock, par value $0.0001 per share
Entity Addresses [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	USAR
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock, each at an exercise price of $11.50 per share
Entity Addresses [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock, each at an exercise price of $11.50 per share
Trading Symbol	USARW
Security Exchange Name	NASDAQ

Fair Value Measurements - Schedule of Fair Value of Measurement Inputs (Details)	Jun. 30, 2025 yr	May 02, 2025 yr	Mar. 13, 2025 yr	Feb. 26, 2025 yr	Dec. 31, 2024 yr
Class C-1 unit price \| Valuation of the Derivative Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs					1.47
Class A common unit price \| Valuation of the Derivative Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs				2.16
Expected volatility \| Valuations of the Earnout Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs	0.720		0.660
Expected volatility \| Valuations of the Warrant Liability \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.300		0.650
Expected volatility \| Prefunded warrant \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	1.300	1.400
Expected volatility \| Minimum \| Valuation of the Derivative Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs				0.550	0.550
Expected volatility \| Maximum \| Valuation of the Derivative Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs				0.591	0.591
Risk-free interest rate \| Valuations of the Earnout Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs	0.0382		0.0400
Risk-free interest rate \| Valuations of the Warrant Liability \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0406		0.0395
Risk-free interest rate \| Prefunded warrant \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0406	0.0421
Risk-free interest rate \| Minimum \| Valuation of the Derivative Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs				0.0420	0.0420
Risk-free interest rate \| Maximum \| Valuation of the Derivative Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs				0.0434	0.0434
Credit risk spread \| Valuation of the Derivative Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs				0.29	0.29
Remaining term (in years) \| Valuations of the Earnout Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs	5.7		6.0
Remaining term (in years) \| Valuations of the Warrant Liability \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	3.9		4.4
Remaining term (in years) \| Prefunded warrant \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5.1	5.4
Remaining term (in years) \| Minimum \| Valuation of the Derivative Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs				0.20	0.20
Remaining term (in years) \| Maximum \| Valuation of the Derivative Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs				0.57	0.57
Share price \| Valuations of the Earnout Liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurement inputs	10.96		10.79
Share price \| Valuations of the Warrant Liability \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	10.96		10.79
Share price \| Prefunded warrant \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	10.96	10.31
Share price \| Common Stock warrant \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	10.96	10.31
Exercise price \| Valuations of the Warrant Liability \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	7.00		12.00
Exercise price \| Prefunded warrant \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	7.00	7.00
Exercise price \| Common Stock warrant \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.0001	0.0001
Dividend yield \| Valuations of the Warrant Liability \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0		0
Dividend yield \| Prefunded warrant \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0

Mezzanine and Stockholders’ Equity - Schedule of Warrants to Acquire Common Stock (Details) - $ / shares shares in Thousands	6 Months Ended
	Jun. 30, 2025	May 03, 2025	May 02, 2025	Mar. 13, 2025
Schedule of Activity Related to USARE LLC Warrants [Line Items]
Potential Common Stock Shares Issuable Upon Exercise	37,377
Warrants granted (in shares)				23,800
Subsequently increased warrant holders		171.00%
Investor Public Warrants
Schedule of Activity Related to USARE LLC Warrants [Line Items]
Balance Sheet Classification	Equity
Exercise Price (in Dollars per share)	$ 11.50
Potential Common Stock Shares Issuable Upon Exercise	12,369
Investor Private Warrants
Schedule of Activity Related to USARE LLC Warrants [Line Items]
Balance Sheet Classification	Equity
Exercise Price (in Dollars per share)	$ 11.50
Potential Common Stock Shares Issuable Upon Exercise	6,000
Series A Investor Warrants
Schedule of Activity Related to USARE LLC Warrants [Line Items]
Balance Sheet Classification	Liability
Exercise Price (in Dollars per share)	$ 7.00	$ 7.00	$ 12.00
Potential Common Stock Shares Issuable Upon Exercise	6,130
Common Stock warrants
Schedule of Activity Related to USARE LLC Warrants [Line Items]
Balance Sheet Classification	Liability
Exercise Price (in Dollars per share)	$ 7.00
Potential Common Stock Shares Issuable Upon Exercise	10,714
Prefunded warrants
Schedule of Activity Related to USARE LLC Warrants [Line Items]
Balance Sheet Classification	Liability
Exercise Price (in Dollars per share)	$ 0.0001
Potential Common Stock Shares Issuable Upon Exercise	2,164

Government Grants (Details) - USD ($) $ in Millions			12 Months Ended
Government Grants (Details) - USD ($) $ in Millions	Jun. 06, 2022	Apr. 15, 2022	Dec. 31, 2022	Jun. 30, 2025	Dec. 31, 2024	May 31, 2023	Mar. 31, 2023
Tax Incremental Financing
Government Assistance [Line Items]
Financing assistance amount	$ 7.0
Tax exemption period	5 years
Tax assessed rate	90.00%
Investment	$ 140.0
Deferred grant income				$ 7.0	$ 7.0
Govenor's Fund
Government Assistance [Line Items]
Award received		$ 1.2
Award to be paid		$ 0.6
Cumulatively spent amount						$ 2.0	$ 1.0
Jobs Program
Government Assistance [Line Items]
Percentage of cash rebate of wages			5.00%
Period of jobs created			10 years
Maximum payout			$ 2.8

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Liabilities
Fair Value	$ 269,027	$ 1,164
Level 1 \| Prefunded warrant
Liabilities
Fair Value	23,705	0
Level 3 \| Earnout liability
Liabilities
Fair Value	100,007	0
Level 3 \| Warrant liability
Liabilities
Fair Value	53,715	0
Level 3 \| Common Stock warrant
Liabilities
Fair Value	91,600	0
Level 3 \| Derivative liability
Liabilities
Fair Value	0	1,164
Money market funds \| Level 1
ASSETS
Fair Value	$ 117,876	$ 15,709

Net Loss Per Share - Schedule of Loss Per Share Attributable to Holders of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Numerator:
Net loss attributable to common stockholders	$ (142,506)	$ (2,597)	$ (90,674)	$ (7,069)
Denominator
Weighted average shares outstanding - basic	92,769	59,425	91,598	59,319
Weighted average shares outstanding - diluted	92,769	59,425	91,598	59,319
Net loss per share attributable to common stockholders
Basic (in Dollars per share)	$ (1.54)	$ (0.04)	$ (0.99)	$ (0.12)
Diluted (in Dollars per share)	$ (1.54)	$ (0.04)	$ (0.99)	$ (0.12)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 19: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-Publisher FASB
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 3
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1B
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Reference 39: http://www.xbrl.org/2003/role/disclosureRef
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Reference 40: http://www.xbrl.org/2003/role/disclosureRef
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Reference 41: http://www.xbrl.org/2003/role/disclosureRef
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Reference 42: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 43: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
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Reference 44: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 45: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Section 45
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 46: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 47: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 48: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

Reference 49: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Variable Interest Entity

6 Months Ended

Jun. 30, 2025

Variable Interest Entity, Measure of Activity [Abstract]

Variable Interest Entity

Round Top Mountain Development

On May 17, 2021, the Company completed the acquisition of 80% of the equity interests of RTMD, pursuant to a contribution agreement with the Company, Texas Mineral Resource Corp. (“TMRC”), and RTMD, whereby TMRC and the Company contributed their respective rights and interests to and in Round Top Mountain in Texas to RTMD. Concurrently, the Company, TMRC, and RTMD entered into a limited liability company agreement of RTMD which documented the governance of RTMD. This acquisition resulted in the consolidation of RTMD, which is a variable interest entity (“VIE”), and the recording of a non-controlling interest for the remaining TMRC equity interest.

Effective June 26, 2023, RTMD, USARE LLC and TMRC entered into an amended and restated limited liability company agreement of RTMD pursuant to which, in the event that TMRC does not fund its share of mandatory capital contributions called for by USARE LLC as the manager of RTMD, USARE LLC is obligated to cover the shortfall by making additional capital contributions to RTMD (or in the event that USARE LLC does not fund, the capital call will be withdrawn). If USARE LLC does fund the capital contribution, additional equity interests in RTMD will be issued to USARE LLC and TMRC will be proportionally diluted in accordance with the terms of the amended and restated limited liability company agreement.

Due to TMRC’s failure to fund its share of mandatory capital contributions called for by USARE LLC, the Company’s ownership interest in RTMD, since December 31, 2024, was increased to approximately 80.57% and TMRC’s interest in RTMD was reduced to 19.43%.

The following table presents the assets and liabilities associated with RTMD included in the Company’s Condensed Consolidated Balance Sheets.


	June 30, 2025		December 31, 2024
	(In thousands)
ASSETS
Cash and cash equivalents	$	195	$	66
Prepaid expenses and other current assets	198		178
Right-of-use asset	389		30
Mineral interests	17,125		17,125
Property, plant and equipment, net	228		264
Other assets	25		20
Consolidated assets	$	18,160	$	17,683

LIABILITIES
Accounts payable	$	24	$	42
Accrued liabilities	255		141
Lease liability	386		22
Consolidated liabilities	$	665	$	205

RTMD did not record depletion expense for the mineral interests for the three and six months ended June 30, 2025 and 2024.

RTMD’s creditors have no recourse against the Company for the RTMD consolidated liabilities included within the Company’s Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.

The assets of the consolidated VIE can only be used to settle the obligations of the consolidated VIE and not the obligations of the Company.

Mineral Interests

The Company acquired two (2) mineral rights leases along with an associated groundwater lease in Hudspeth County, Texas as part of the acquisition of RTMD. Mineral property acquisition costs, including acquired intangibles, licenses and lease payments, are capitalized. The net carrying value of mineral rights were $17.1 million as of June 30, 2025 and December 31, 2024.

Impairment losses are recorded on mineral interests when indicators of impairment are present and the carrying amount exceeds the associated estimated future undiscounted cash flows. As of June 30, 2025 and December 31, 2024, the Company had not recognized any impairment losses related to mineral interests held.

Leases

6 Months Ended

Jun. 30, 2025

Leases [Abstract]

Leases

Balance Sheet Components and Lease Activity

The following table presents the finance and operating leases on the Company’s Condensed Consolidated Balance Sheets.




	June 30, 2025		December 31, 2024

	(In thousands)
Assets
Finance leases, included in property plant and equipment, net	$	1,166	$	—
Operating leases, included in lease right-of-use assets, net	389		30






Total	$	1,555	$	30

Liabilities
Finance lease liability, current	$	277	$	—
Finance lease liability, non-current	735		—
Total finance lease liabilities	1,012		—

Operating lease liability, current (1)	144		23
Operating Lease liability, non-current	255		—
Total operating lease liabilities	399		23


Total lease liabilities	$	1,411	$	23

(1.)Includes sub-lease deposits of $13 thousand.

Finance Leases

The following table presents the active finance leases at June 30, 2025 and the amounts recognized in the Company’s Condensed Consolidated Balances at lease commencement.

Equipment Location

Purpose

Expiration

Property & Equipment

Finance Lease Liability

(In thousands)

Stillwater, OK

Lab Equipment

Mar 2029

765

673

Stillwater, OK

Lab Equipment

Mar 2029

152

133

Stillwater, OK

Lab Equipment

Mar 2028

316

245

The lease agreements include purchase options that the Company is reasonably certain to exercise. The agreements did not include termination options for either party to the lease or restrictive financial or other covenants.

Operating Leases

The following table presents certain facts regarding the Company’s material property leases as of June 30, 2025.

Location

Purpose

Square Footage

Expiration

Option to Extend (1)

ROU Asset Value at Commencement

(In thousands)

Wheat Ridge, CO

Office/Warehouse

5,575

Mar 2028

163

Wheat Ridge, CO

Office/Warehouse

3,433

Mar 2028

264

(1)Number of renewal options(s) / Number of year(s) per renewal option.

*No option to extend the lease at termination.

Lease Activity

The following table presents the finance and operating lease activities.



	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025

	(In thousands)
Finance Lease
Right-of-use assets acquired	$	—		$	1,233
Amortization expense	61			67
Interest expense	12			13
Cash paid	53			53

Operating Lease
Right-of-use asset acquired	$	—		$	427
Lease expense	32			68
Cash paid	72			127

Remaining Lease Terms and Discount Rates

The following table presents certain information related to the weighted-average remaining lease terms (in years) and weighted-average discount rates used to value acquired right-of-use assets.




	June 30, 2025		December 31, 2024


Finance Leases
Remaining lease term (years)	3.44		—
Discount rate	4.53	%	—	%

Operating Leases
Remaining lease term (years)	2.75		0.29
Discount rate	4.28	%	8.76	%

Maturities of Lease Liabilities

The following table presents future minimum lease payments under non-cancelable finance and operating leases on an annual undiscounted cash flow basis as of June 30, 2025.


	Finance Leases		Operating Leases
	(In thousands)
Year Ending December 31,
2025 (remaining six months)	$	158	$	72
2026	316		148
2027	316		152
2028	247		38
2029	55		—

Total lease payments	1,092		410
Less imputed interest	(80)		(24)
Present value of future minimum lease payments	$	1,012	$	386

Leases

Balance Sheet Components and Lease Activity

The following table presents the finance and operating leases on the Company’s Condensed Consolidated Balance Sheets.




	June 30, 2025		December 31, 2024

	(In thousands)
Assets
Finance leases, included in property plant and equipment, net	$	1,166	$	—
Operating leases, included in lease right-of-use assets, net	389		30






Total	$	1,555	$	30

Liabilities
Finance lease liability, current	$	277	$	—
Finance lease liability, non-current	735		—
Total finance lease liabilities	1,012		—

Operating lease liability, current (1)	144		23
Operating Lease liability, non-current	255		—
Total operating lease liabilities	399		23


Total lease liabilities	$	1,411	$	23

(1.)Includes sub-lease deposits of $13 thousand.

Finance Leases

The following table presents the active finance leases at June 30, 2025 and the amounts recognized in the Company’s Condensed Consolidated Balances at lease commencement.

Equipment Location

Purpose

Expiration

Property & Equipment

Finance Lease Liability

(In thousands)

Stillwater, OK

Lab Equipment

Mar 2029

765

673

Stillwater, OK

Lab Equipment

Mar 2029

152

133

Stillwater, OK

Lab Equipment

Mar 2028

316

245

Operating Leases

The following table presents certain facts regarding the Company’s material property leases as of June 30, 2025.

Location

Purpose

Square Footage

Expiration

Option to Extend (1)

ROU Asset Value at Commencement

(In thousands)

Wheat Ridge, CO

Office/Warehouse

5,575

Mar 2028

163

Wheat Ridge, CO

Office/Warehouse

3,433

Mar 2028

264

(1)Number of renewal options(s) / Number of year(s) per renewal option.

*No option to extend the lease at termination.

Lease Activity

The following table presents the finance and operating lease activities.



	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025

	(In thousands)
Finance Lease
Right-of-use assets acquired	$	—		$	1,233
Amortization expense	61			67
Interest expense	12			13
Cash paid	53			53

Operating Lease
Right-of-use asset acquired	$	—		$	427
Lease expense	32			68
Cash paid	72			127

Remaining Lease Terms and Discount Rates

The following table presents certain information related to the weighted-average remaining lease terms (in years) and weighted-average discount rates used to value acquired right-of-use assets.




	June 30, 2025		December 31, 2024


Finance Leases
Remaining lease term (years)	3.44		—
Discount rate	4.53	%	—	%

Operating Leases
Remaining lease term (years)	2.75		0.29
Discount rate	4.28	%	8.76	%

Maturities of Lease Liabilities

The following table presents future minimum lease payments under non-cancelable finance and operating leases on an annual undiscounted cash flow basis as of June 30, 2025.


	Finance Leases		Operating Leases
	(In thousands)
Year Ending December 31,
2025 (remaining six months)	$	158	$	72
2026	316		148
2027	316		152
2028	247		38
2029	55		—

Total lease payments	1,092		410
Less imputed interest	(80)		(24)
Present value of future minimum lease payments	$	1,012	$	386

Merger Transaction

6 Months Ended

Jun. 30, 2025

Business Combination [Abstract]

Merger Transaction

Business Combination Agreement

As discussed in Note 1, “Organization”, IPXX and USARE LLC entered into a Business Combination Agreement on August 21, 2024. In connection with the transactions contemplated by the Merger, the following funding events occurred prior to the Closing Date:

•On August 21, 2024, USARE LLC and certain accredited investors, including certain funds related to IPXX entered into Securities Purchase Agreements (“SPA”) for such investors to purchase (i) USARE LLC Class A Convertible Preferred Units and (ii) USARE LLC Class A Preferred Investor Warrants for gross cash proceeds of $25.5 million and a subscription receivable of $1.25 million for shares issued in exchange for forgiveness of 50% of Mr. Michael Blitzer’s, IPXX’s Chairman and Chief Executive Officer, promissory note at the Closing Date.

•On January 31, 2025, the Company and certain accredited investors, including USARE LLC Class A-2 Convertible Preferred Unit investors, Mr. Blitzer, and Collective Capital Management LLC entered into SPAs for such investors to purchase (i) USARE LLC Class A-2 Convertible Preferred Units and (ii) USARE LLC Class A Preferred Investor Warrants for an aggregate purchase price of approximately $15.3 million which closed on February 3, 2025.

The Merger was accounted for as a reverse recapitalization whereby USARE LLC is the successor continuing existing business operations. Outstanding USARE LLC Class A-1 and Class A-2 Convertible Preferred Units were converted into USAR Series A 12% Convertible Preferred Stock on a one-for-one basis taking into account payment-in-kind dividends on such units from the date of issuance through the Closing Date. Immediately prior to the Closing Date, outstanding USARE LLC Class C and Class C-1 Preferred Units were converted into USARE LLC Class B Common Units taking into account certain anti-dilution provisions and payment-in-kind dividends on such units from the date of issuance through the Closing Date. Outstanding USARE LLC Class A and Class B Common Units, including the newly converted USARE LLC Class C and Class C-1 Preferred Units, were converted into shares of Common Stock using an exchange ratio of approximately 0.204.

Additionally, immediately prior to the effective time of the Merger, the following occurred:

•USARE LLC’s unvested incentive units became immediately vested and all vested incentive units were converted to Common Stock, see Note 12, “Equity-Based Compensation;”

•USARE LLC’s warrants to purchase Class B Common Units and Class C Convertible Preferred Units were exercised on a cashless basis and converted to Common Stock, see Note 11, “Mezzanine and Stockholders' Equity;”

•The Hatch Note converted into approximately 0.68 million of USARE LLC’s Class A Common Units, see Note 10, “Note Payable;”

•The Company issued approximately 0.78 million Series A 12% Convertible Preferred Stock and Series A warrants exercisable for an aggregate of approximately 0.78 million shares of the Common Stock at $12.00 per share pursuant to SPAs with two (2) accredited investors, including an affiliate of IPXX, for an aggregate consideration of $8.0 million;

•The Company issued approximately 0.13 million shares of 12% Series A Convertible Preferred Stock in exchange for Mr. Blitzer’s forgiveness of the remaining 50% of the convertible promissory note; and

•The Company issued approximately 0.88 million shares of Common Stock pursuant to USARE LLC’s arrangements with Cohen & Company Securities, LLC (fka J.V.B. Financial Group, LLC) (“CCS”).

The following table presents a summary of the number of equity instruments outstanding immediately following the closing of the Merger and the PIPE investment.


	Shares	% of Common (1)		% of Voting (1)
	(In thousands)
Public shareholders	2,077	3	%	2	%
Sponsor	6,250	8	%	7	%
USARE LLC shareholders	72,748	89	%	83	%
Shares issued to CCM (Issuance cost)	877	1	%	1	%
Total Common Stock	81,952	100	%	94	%

Series A Preferred Stock - USARE LLC shareholders	4,318			5	%
Series A Preferred Stock - PIPE Investors	784			1	%
Series A Preferred Stock - Blitzer promissory note	131			—	%
Total Voting Shares	87,185			100	%

(1)Percentage may not total due to rounding.

In connection with the Merger, approximately $22.8 million of cash held in trust, net of redemptions by IPXX’s public shareholders, became available for use by the Company as well as $8.0 million in proceeds received from the closing of the PIPE investment. In addition, the Company incurred certain earnout obligations and entered into Forward Purchase Agreements (“FPAs”), discussed further below.

The following table presents the net proceeds from the Merger.


	Amount
	(In thousands)
Sources
Cash - PIPE investment	$	8,000
Cash - IPXX Trust Account	22,843
Cash - IPXX Op Account (Blitzer note)	24
Total Cash in IPXX going into the Merger	$	30,867

Uses
Transaction costs allocated to equity	$	(8,331)
FPA Prepayments	(20,789)
Other Expenses and Prepayments	(1,658)
Total cash used immediately after the merger	$	(30,778)

Net cash to USARE LLC	$	89

Transaction costs allocated to equity	$	350
Net cash used by USARE LLC	(350)
	$	—

Earnout Liability

In connection with the closing of the Merger, USAR is required to issue to certain USARE LLC shareholders as of the effective date of the Merger and CCS, up to 10.1 million additional shares of Common Stock in two (2) tranches (the “Earnout Shares”) upon certain triggering events.

•The first tranche of 5.05 million Earnout Shares would be distributed if, during the time period beginning on the date of the first anniversary of the Closing Date and ending on the date of the sixth anniversary of the Closing Date (the “Earnout Period”), the market price of the Common Stock is greater than or equal to $15.00 per share and less than $20.00 per share for a period of at least twenty out of thirty consecutive trading days.

•The second tranche of 5.05 million Earnout Shares would be distributed if, during the Earnout Period, the market price of the Common Stock is greater than or equal to $20.00 per share for a period of at least twenty out of thirty consecutive trading days. .

The aggregate Earnout Shares may also vest upon a change of control as defined in the Business Combination Agreement pursuant to which USAR or its shareholders have the right to receive consideration if the implied value per share of Common Stock is equal to or above such price targets, with the amount of such consideration dependent upon the implied per share value reaching the thresholds discussed above.

Management considered the guidance within Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, and determined that the contractual requirement to issue the Earnout Shares meets the definition of a derivative. Management next considered whether or not the Earnout Shares meet the requirements for the scope exception under the “Own Equity” scope exception in ASC 815 for contracts indexed to an entity’s own equity. The change of control clause in the Business Combination Agreement represents an exercise contingency related to an event outside of the Company’s control, which is not based on an observable market or an observable index. The obligation to issue the Earnout Shares that includes exercise contingencies that are outside the control of the Company are classified as liabilities and excluded from equity classification. Instruments not classified in equity do not meet the “Own Equity” scope exception.

The Earnout Shares are classified as liabilities and no additional analysis under ASC 815 is required. The Merger is accounted for as a reverse recapitalization and the Earnout Shares represent consideration of IPXX securities that are being transferred to the holders of the Company. As such, the Earnout Shares are recorded through the recapitalization of equity within additional paid-in capital upon recognition and are remeasured on a recurring basis. See Note 4, “Fair Value Measurements” for further information.

The Earnout Period has not commenced as of June 30, 2025, and therefore, none of the Triggering Events have occurred.

Forward Purchase Agreements

On March 11, 2025, IPXX entered into FPAs with three (3) separate investors (“Sellers”) pursuant to which the Sellers agreed to hold up to a total of approximately 1.89 million publicly held IPXX Class A ordinary shares (“Public Shares”) in connection with the closing of the Merger. Each FPA amended, restated and superseded in its entirety a separate FPA with each of the Sellers, dated March 10, 2025, which had identical terms to those described herein, except that the Reset Price (as defined in the FPAs) was not subject to a floor price of $4.00. For purposes of the FPAs, the Public Shares held by each of the Sellers are referred to as such Seller’s “Maximum Shares.” Each Seller, acting separately and solely for its own account, was permitted, if necessary, to (i) reverse its previous election to redeem its Public Shares in connection with the Merger Transactions pursuant to the redemption rights set forth in IPXX’s amended and restated memorandum and articles of association or (ii) purchase Public Shares through a broker in the open market from holders of Public Shares (other than IPXX), including from holders who previously elected to redeem their Public Shares in connection with the Merger Transactions pursuant to the redemption rights set forth in IPXX’s amended and restated memorandum and articles of association. The aggregate number of Public Shares subject to each FPA investor (the “FPA Shares”) was the aggregate number of Public Shares as notified to the Company by the applicable Seller, but in no event more than such Seller’s Maximum Shares set forth above. Each Seller notified the Company that it would subject the Maximum Shares to their respective FPAs. Prior to the date that was 90 days after the Closing Date (the “Maturity Date”), each Seller was permitted to sell any, or all, of their FPA Shares.

Pursuant to the guidance in ASC 815, the FPAs are each a single freestanding financial instrument comprising of a subscription receivable under SEC Rule 5-02.29 of Regulation S-X. The FPAs were not precluded from equity classification and therefore the Company recorded the FPAs within equity as a subscription receivable. The subscription receivable was initially measured at its fair value of $20.4 million. The difference between the fair value of the subscription receivable and the prepayment amount of $20.8 million was recorded to additional paid in capital. As the FPA Shares are equity-classified, they are not remeasured as long as they remain classified within equity.

On various dates between the Closing Date of the Merger and June 30, 2025, the Sellers exercised their early termination rights under the FPAs with respect to approximately 1.89 million FPA Shares. As of June 30, 2025, all FPAs have been terminated. Upon the early termination of the FPAs, the Sellers remitted cash to the Company at the initial price of $11.00, resulting in cash proceeds received in the amount of $20.8 million from the Sellers, which was recorded as a reduction of the subscription receivable at the fair value of the terminated shares on the date of termination with an offset to additional paid-in capital.

- Definition

The entire disclosure for business combination.

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+ Details

Segment Reporting	6 Months Ended
Segment Reporting	Jun. 30, 2025
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting The Company operates in a single reportable operating segment; that segment being the vertically integrated, domestic rare earth element magnet production supply chain. The Company’s chief operating decision makers review financial information on an aggregate basis for evaluating financial performance. Through December 16, 2024, the Company’s Board of Managers were the chief operating decision makers. Since December 17, 2024, the Company’s chief operating decision maker is its chief executive officer.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Note Payable - Narrative (Details) shares in Thousands, $ in Thousands			3 Months Ended	6 Months Ended
	Feb. 26, 2025 shares	Jul. 28, 2023 USD ($) tranche	Mar. 31, 2025 USD ($)	Jun. 30, 2025 USD ($) shares
Common Stock
Debt Instrument [Line Items]
Number of units issued (in Shares) \| shares				140
Common Units Class A
Debt Instrument [Line Items]
Number of units issued (in Shares) \| shares	680
Senior Convertible Promissory Note
Debt Instrument [Line Items]
Unsecured notes		$ 1,000
Interest rate		10.00%
Maturity date		Jul. 28, 2025
Principal amount		$ 200
Aggregate amount		$ 4,000
Number of tranches \| tranche		2
Expiration period		1 year
Gain on derivative liability			$ 700
Loss on extinguishment				$ (11)
Effective interest rate				44.875%

Merger Transaction - Schedule of Equity Instruments Outstanding (Details) - shares shares in Thousands	Aug. 21, 2024	Jun. 30, 2025
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Total Common Stock, Shares	81,952	96,189
Total Common Stock, % of Common	100.00%
Total Common Stock, % of Voting	94
Total Voting Shares, Shares	87,185
Total Voting Shares, % of Voting	100
Public shareholders
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Total Common Stock, Shares	2,077
Total Common Stock, % of Common	3.00%
Total Common Stock, % of Voting	2
Sponsor
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Total Common Stock, Shares	6,250
Total Common Stock, % of Common	8.00%
Total Common Stock, % of Voting	7
USARE LLC shareholders
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Total Common Stock, Shares	72,748
Total Common Stock, % of Common	89.00%
Total Common Stock, % of Voting	83
Shares issued to CCM (Issuance cost)
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Total Common Stock, Shares	877
Total Common Stock, % of Common	1.00%
Total Common Stock, % of Voting	1
Series A Preferred Stock - USARE LLC shareholders
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Total Voting Shares, Shares	4,318
Total Voting Shares, % of Voting	5
Series A Preferred Stock - PIPE Investors
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Total Voting Shares, Shares	784
Total Voting Shares, % of Voting	1
Series A Preferred Stock - Blitzer promissory note
Merger Transaction - Schedule of Equity Instruments Outstanding (Details) [Line Items]
Total Voting Shares, Shares	131
Total Voting Shares, % of Voting	—

Equity-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 0	$ (315)	$ 1,282	$ 34
Class A units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	0	(277)	841	(225)
Incentive units
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 0	$ (38)	$ 441	$ 259

Condensed Consolidated Statements of Mezzanine Equity and Stockholders' (Deficit) Equity - USD ($)
shares in Thousands, $ in Thousands

Total

Preferred Stock

Subscription Receivable

Common Stock

Common Units Class A

Common Stock

Common Units Class B

Common Stock

Convertible Preferred Units Class C

Common Stock

Convertible Preferred Units Class C-1

Common Stock

Previously Reported

Common Stock

Previously Reported

Common Units Class A

Common Stock

Previously Reported

Common Units Class B

Common Stock

Previously Reported

Convertible Preferred Units Class C

Common Stock

Previously Reported

Convertible Preferred Units Class C-1

Common Stock

Retroactive application of recapitalization

Common Stock

Retroactive application of recapitalization

Common Units Class A

Common Stock

Retroactive application of recapitalization

Common Units Class B

Common Stock

Retroactive application of recapitalization

Convertible Preferred Units Class C

Common Stock

Retroactive application of recapitalization

Convertible Preferred Units Class C-1

Additional Paid-In Capital

Preferred Stock and Warrants

Additional Paid-In Capital

Common Stock

Additional Paid-In Capital

Previously Reported

Additional Paid-In Capital

Retroactive application of recapitalization

Subscription Receivable

Accumulated Deficit

Previously Reported

Accumulated Deficit

Retroactive application of recapitalization

Non-Controlling Interest

Previously Reported

Non-Controlling Interest

Retroactive application of recapitalization

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversions (in shares)

427

Common stock balances, beginning of period (in shares) at Dec. 31, 2023

59,213

206,520

20,779

54,592

7,861

59,213

(206,520)

(20,779)

(54,592)

(7,861)

Balances, beginning of period at Dec. 31, 2023

$ 42,484

$ 6

$ 0

$ 3,704

$ 3,189

$ 73,079

$ 13,404

$ 6

$ (3,704)

$ (3,189)

$ (73,079)

$ (13,404)

$ 93,370

$ 0

$ 93,370

$ (54,223)

$ 0

$ 3,331

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation - incentive units

Convertible Preferred dividends

2,973

USARE LLC Convertible Preferred dividends

(2,973)

Issuance of warrants

614

Dilution of non-controlling interest

(22)

Conversion of 12% Series A Convertible Preferred Stock (in Shares)

427

Net loss

(7,491)

(7,069)

(422)

Common stock balances, end of period (in shares) at Jun. 30, 2024

59,640

Balances, end of period at Jun. 30, 2024

35,641

$ 6

$ 0

96,991

(64,243)

2,887

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversions (in shares)

215

Common stock balances, beginning of period (in shares) at Mar. 31, 2024

59,425

Balances, beginning of period at Mar. 31, 2024

38,775

$ 6

94,333

(58,683)

3,119

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation - incentive units

(315)

Convertible Preferred dividends

2,973

USARE LLC Convertible Preferred dividends

(2,973)

Dilution of non-controlling interest

(10)

Conversion of 12% Series A Convertible Preferred Stock (in Shares)

215

Net loss

(2,819)

(2,597)

(222)

Common stock balances, end of period (in shares) at Jun. 30, 2024

59,640

Balances, end of period at Jun. 30, 2024

35,641

$ 6

$ 0

96,991

(64,243)

2,887

Balances, beginning of period (in shares) at Dec. 31, 2024

^[1],[2]

2,739

Balances, beginning of period at Dec. 31, 2024

^[1],[2]

19,923

$ 21,173

$ (1,250)

Increase (Decrease) in Temporary Equity [Roll Forward]

Convertible preferred dividends (in shares)

USARE LLC Convertible Preferred unit dividends

$ 1,082

Issuance of preferred stock and warrants, net of issuance costs (in shares)

2,279

Issuance of preferred stock and warrants, net of issuance costs

$ 11,745

Forgiveness of related party promissory note (in Shares)

131

Forgiveness of related party promissory note

$ 1,527

1,250

Deferred offering costs

(3,237)

Deemed dividend and accretion to redemption value

$ 11,676

Conversions (in shares)

(1,519)

2,610

Conversions

$ (18,724)

18,724

Balances, end of period (in shares) at Jun. 30, 2025

3,714

Balances, end of period at Jun. 30, 2025

25,242

$ 25,242

Common stock balances, beginning of period (in shares) at Dec. 31, 2024

^[2],[3]

60,091

Balances, beginning of period at Dec. 31, 2024

^[2],[3]

34,021

$ 6

104,244

$ 0

(72,872)

2,643

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Equity-based compensation - incentive units

241

Issuance of common stock - transaction bonus (in Shares)

Transaction bonus

841

Extinguishment of note payable (in Shares)

140

Extinguishment of note payable

1,506

USARE LLC Convertible Preferred unit dividends (in shares)

182

Convertible Preferred dividends

(1,082)

Stock issuance

$ 5,367

$ 353

Deferred offering costs

(4,234)

Deemed dividend - preferred accretion to redemption value

(11,676)

Reverse recapitalization merger (in Shares)

21,461

Reverse recapitalization merger

$ 2

27,718

(16,954)

Conversion of 12% Series A Convertible Preferred Stock (in Shares)

(1,519)

2,610

Conversions of 12% Series A Convertible Preferred Stock

$ (18,724)

18,724

Exercise of warrants (in shares)

3,051

Exercise of warrants

$ 1

38,469

PIPE financing (in shares)

8,550

PIPE financing

$ 1

Earnout liability

(99,639)

Conversion of Series A Warrants into liability-classified warrants

(34,612)

Forward purchase agreements prepayment

(351)

(20,389)

Early termination of forward purchase agreements

399

20,391

Accretion of forward purchase agreements

(2)

Net loss

$ (91,031)

(90,674)

(357)

Other issuances (in shares)

Common stock balances, end of period (in shares) at Jun. 30, 2025

96,189

Balances, end of period at Jun. 30, 2025

$ (131,934)

$ 10

46,270

(180,500)

2,286

Balances, beginning of period (in shares) at Mar. 31, 2025

^[1],[2]

5,233

Balances, beginning of period at Mar. 31, 2025

^[1],[2]

32,397

$ 32,397

Increase (Decrease) in Temporary Equity [Roll Forward]

Forgiveness of related party promissory note

Deemed dividend and accretion to redemption value

$ 11,569

Conversions (in shares)

(1,519)

2,610

Conversions

$ (18,724)

18,724

Balances, end of period (in shares) at Jun. 30, 2025

3,714

Balances, end of period at Jun. 30, 2025

25,242

$ 25,242

$ 0

Common stock balances, beginning of period (in shares) at Mar. 31, 2025

^[2],[3]

81,952

Balances, beginning of period at Mar. 31, 2025

^[2],[3]

(52,656)

$ 8

(17,187)

(37,994)

2,493

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Stock issuance

$ 353

Deemed dividend - preferred accretion to redemption value

(11,569)

Conversion of 12% Series A Convertible Preferred Stock (in Shares)

(1,519)

2,610

Conversions of 12% Series A Convertible Preferred Stock

$ (18,724)

18,724

Exercise of warrants (in shares)

3,051

Exercise of warrants

$ 1

38,469

PIPE financing (in shares)

8,550

PIPE financing

$ 1

Early termination of forward purchase agreements

336

17,120

Accretion of forward purchase agreements

(67)

Net loss

$ (142,713)

(142,506)

(207)

Other issuances (in shares)

Common stock balances, end of period (in shares) at Jun. 30, 2025

96,189

Balances, end of period at Jun. 30, 2025

$ (131,934)

$ 10

$ 46,270

$ 0

$ (180,500)

$ 2,286

[1]	Recast as of January 1, 2025. The shares of the Company’s preferred stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger as described in Note 3, “Merger Transaction”.
[2]	The shares of the Company’s common stock, common stock units and preferred stock units prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger as described in Note 3, “Merger Transaction”.
[3]	Recast as of January 1, 2025. The shares of the Company’s common stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger as described in Note 3, “Merger Transaction”.

Leases (Tables)

6 Months Ended

Jun. 30, 2025

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information

The following table presents the finance and operating leases on the Company’s Condensed Consolidated Balance Sheets.




	June 30, 2025		December 31, 2024

	(In thousands)
Assets
Finance leases, included in property plant and equipment, net	$	1,166	$	—
Operating leases, included in lease right-of-use assets, net	389		30






Total	$	1,555	$	30

Liabilities
Finance lease liability, current	$	277	$	—
Finance lease liability, non-current	735		—
Total finance lease liabilities	1,012		—

Operating lease liability, current (1)	144		23
Operating Lease liability, non-current	255		—
Total operating lease liabilities	399		23


Total lease liabilities	$	1,411	$	23

(1.)Includes sub-lease deposits of $13 thousand.

Schedule of Active Finance Leases

The following table presents the active finance leases at June 30, 2025 and the amounts recognized in the Company’s Condensed Consolidated Balances at lease commencement.

Equipment Location

Purpose

Expiration

Property & Equipment

Finance Lease Liability

(In thousands)

Stillwater, OK

Lab Equipment

Mar 2029

765

673

Stillwater, OK

Lab Equipment

Mar 2029

152

133

Stillwater, OK

Lab Equipment

Mar 2028

316

245

Schedule of Material Property Leases

The following table presents certain facts regarding the Company’s material property leases as of June 30, 2025.

Location

Purpose

Square Footage

Expiration

Option to Extend (1)

ROU Asset Value at Commencement

(In thousands)

Wheat Ridge, CO

Office/Warehouse

5,575

Mar 2028

163

Wheat Ridge, CO

Office/Warehouse

3,433

Mar 2028

264

(1)Number of renewal options(s) / Number of year(s) per renewal option.

*No option to extend the lease at termination.

Schedule of Finance and Operating Lease Activity

The following table presents the finance and operating lease activities.



	Three Months Ended June 30, 2025		Six Months Ended June 30, 2025

	(In thousands)
Finance Lease
Right-of-use assets acquired	$	—		$	1,233
Amortization expense	61			67
Interest expense	12			13
Cash paid	53			53

Operating Lease
Right-of-use asset acquired	$	—		$	427
Lease expense	32			68
Cash paid	72			127

The following table presents certain information related to the weighted-average remaining lease terms (in years) and weighted-average discount rates used to value acquired right-of-use assets.




	June 30, 2025		December 31, 2024


Finance Leases
Remaining lease term (years)	3.44		—
Discount rate	4.53	%	—	%

Operating Leases
Remaining lease term (years)	2.75		0.29
Discount rate	4.28	%	8.76	%

Schedule of Future Minimum Operating Lease Payments

The following table presents future minimum lease payments under non-cancelable finance and operating leases on an annual undiscounted cash flow basis as of June 30, 2025.


	Finance Leases		Operating Leases
	(In thousands)
Year Ending December 31,
2025 (remaining six months)	$	158	$	72
2026	316		148
2027	316		152
2028	247		38
2029	55		—

Total lease payments	1,092		410
Less imputed interest	(80)		(24)
Present value of future minimum lease payments	$	1,012	$	386

Schedule of Future Minimum Finance Lease Payments

The following table presents future minimum lease payments under non-cancelable finance and operating leases on an annual undiscounted cash flow basis as of June 30, 2025.


	Finance Leases		Operating Leases
	(In thousands)
Year Ending December 31,
2025 (remaining six months)	$	158	$	72
2026	316		148
2027	316		152
2028	247		38
2029	55		—

Total lease payments	1,092		410
Less imputed interest	(80)		(24)
Present value of future minimum lease payments	$	1,012	$	386

Merger Transaction - Schedule of Net Proceeds from the Merger (Details) $ in Thousands	Aug. 21, 2024 USD ($)
Merger Transaction - Schedule of Net Proceeds from the Merger (Details) [Line Items]
Total Cash in IPXX going into the Merger	$ 30,867
Transaction costs allocated to equity	(8,331)
FPA Prepayments	(20,789)
Other Expenses and Prepayments	(1,658)
Total cash used immediately after the merger	(30,778)
Net cash to USARE LLC	89
Transaction costs allocated to equity	350
Net cash used by USARE LLC	(350)
Total	0
Cash - PIPE investment
Merger Transaction - Schedule of Net Proceeds from the Merger (Details) [Line Items]
Total Cash in IPXX going into the Merger	8,000
Cash - IPXX Trust Account
Merger Transaction - Schedule of Net Proceeds from the Merger (Details) [Line Items]
Total Cash in IPXX going into the Merger	22,843
Cash - IPXX Op Account (Blitzer note)
Merger Transaction - Schedule of Net Proceeds from the Merger (Details) [Line Items]
Total Cash in IPXX going into the Merger	$ 24

Commitments and Contingencies (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Jul. 01, 2025	Jun. 30, 2025	Mar. 31, 2025	Jun. 30, 2025	Dec. 31, 2024
Other Commitments [Line Items]
Payments for legal settlements		$ 1,800
Subsequent Event
Other Commitments [Line Items]
Stock issued during period, shares, issued for litigation settlement (in shares)	159,000
Stock issued during period, value, issued for litigation settlement	$ 150
Transaction Bonus
Other Commitments [Line Items]
Cash transaction bonuses			$ 1,900
Accrued bonuses		0		$ 0	$ 0
Other Transaction Bonuses
Other Commitments [Line Items]
Cash transaction bonuses				1,500
Employees and Consultants \| Transaction Bonus
Other Commitments [Line Items]
Cash transaction bonuses		800		1,900
Employees \| Restricted Stock Units \| Transaction Bonus
Other Commitments [Line Items]
Accrued bonuses		$ 200		200
Class A Units \| Transaction Bonus
Other Commitments [Line Items]
Converted to common stock				800
Class A Units \| Consultants \| Transaction Bonus
Other Commitments [Line Items]
Cash transaction bonuses				$ 380

Organization	6 Months Ended
Organization	Jun. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization The mission of USA Rare Earth, Inc. (formerly known as Inflection Point Acquisition Corp. II or “IPXX”), collectively with its subsidiaries (the “Company,” or “USAR”) is to establish a domestic rare earth magnet supply chain that supports the future state of energy, mobility, technology and national security in the United States (“U.S.”). USAR is developing a rare earth element (“REE”) sintered Neodymium Iron Boron (“NdFeB“ or “neo”) magnet manufacturing plant in Stillwater, Oklahoma, and intends to establish domestic rare earth and critical minerals supply, extraction, and processing capabilities to both supply its magnet manufacturing plant and market surplus materials to third parties. Rare earth magnets are critical to various business sectors and industries, including the defense, automotive, aviation, industrial, AI Robotics, medical, and consumer electronics industries, among others. USAR is planning to take a broad approach to the industries it serves with the intention of providing high-quality neo magnets to a variety of industries and customers. USAR’s focus on developing domestic rare earth production aligns with national priorities, offering the potential of a sustainable and secure domestic supply of materials critical to key industries. USAR was a special purpose acquisition company incorporated as a Cayman Islands exempted company on March 6, 2023. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Following the closing of the Merger Transactions (as defined below), shares of USAR common stock (“Common Stock”) and USAR warrants began trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “USAR” and “USARW”, respectively, on March 14, 2025. These Condensed Consolidated Financial Statements refer to the mining operations of the Company, conducted through Round Top Mountain Development, LLC (“RTMD”), at Round Top Mountain in Texas (“Round Top”) and the Company’s research and development facility in Colorado as the “Round Top Project”. RTMD has mining rights in Texas and is developing processing technology for the rare earth minerals which are to be mined in Texas. IPXX Business Combination Agreement On August 21, 2024, IPXX entered into a Business Combination Agreement (as amended on November 12, 2024 and January 30, 2025, the “Business Combination Agreement”), by and among IPXX, USA Rare Earth, LLC, a Delaware limited liability company (“USARE LLC”), and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IPXX (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub merged with and into USARE LLC, with USARE LLC continuing as the surviving company (the “Merger”). On March 12, 2025, as contemplated by the Business Combination Agreement, IPXX filed a notice of deregistration with the Cayman Islands Registrar of Companies and filed a certificate of incorporation and certificate of corporate domestication with the Delaware Secretary of State, pursuant to which IPXX was domesticated and continues as a Delaware corporation, changing its name to USA Rare Earth, Inc. (the “Domestication”). As a result of the Domestication, each issued and outstanding Class A ordinary share of IPXX automatically converted, on a one-for-one basis, into a share of Common Stock and each of the issued and outstanding warrants to purchase Class A ordinary shares of IPXX automatically became a warrant exercisable for one share of Common Stock on the same terms as the pre-Domestication warrants. Additionally, each unit of IPXX issued and outstanding as of immediately prior to the Domestication was automatically canceled and each unit holder received one share of Common Stock and one-half of one USAR warrant exercisable for one share of Common Stock on the same terms as the pre-Domestication warrants. On March 13, 2025 (the “Closing Date”), USAR consummated the previously announced Merger and related transactions (the “Merger Transactions”) contemplated by the Business Combination Agreement and USARE LLC became a direct wholly owned subsidiary of USAR. As a result of the Merger Transactions, all issued and outstanding Class A and Class B common units, Class C and Class C-1 preferred units, equity-based incentive units and warrants to acquire Class B common units and Class C preferred units of USARE LLC were converted into shares of Common Stock using an exchange ratio of approximately 0.204. On the closing of the Merger, all incentive units were considered fully vested. The number of shares of Common Stock issuable for USARE LLC warrants and incentive units was calculated using the treasury method of accounting on a cashless exercise basis. Additionally, all issued and outstanding Class A-1 and Class A-2 preferred units of USARE LLC taking into account payment-in-kind dividends on such units from the date of issuance through the Closing Date were converted on a one-for-one basis into shares of USAR Series A Preferred stock. Warrants to acquire USAR Class A common units issued to the holders of Class A-1 and Class A-2 Preferred units were converted into a right to acquire Common Stock on a one-for-one basis. As a result of the Merger, USAR is a holding company, in which substantially all of the assets and business are held by USARE LLC and its subsidiaries and continues to operate through USARE LLC and its subsidiaries. The Merger is accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and not as a business combination. Under U.S. GAAP, IPXX is treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Merger was treated as the equivalent of USARE LLC issuing stock for the net assets of IPXX, accompanied by a recapitalization. USARE LLC has been determined to be the accounting predecessor to the combined entity. Unless otherwise noted or the context otherwise requires, references to the “Company,” “USAR,” “USA Rare Earth, Inc.,” refer to the business of USARE LLC and its subsidiaries prior to the closing of the Merger and to the business of USAR and its subsidiaries, including USARE LLC, following the closing of the Merger. See additional information in Note 3, “Merger Transaction.” Going Concern The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company has generated no revenues since inception, continues to incur losses from operations, and has an accumulated deficit. For the six months ended June 30, 2025, the Company had net loss of $91.0 million, which includes a non-cash fair value loss on financial instruments of $74.4 million. For the six months ended June 30, 2025, net cash used for operating activities was $18.2 million. Although, as of June 30, 2025, the Company had cash and cash equivalents on its Condensed Consolidated Balance Sheet of $121.8 million, the Company will need to raise additional capital to implement its current strategic plan, specifically pre-purchasing of raw material inventory in advance of manufacturing due to long lead times. Based on the Company’s need to raise additional capital as well as milestones required for its current strategic plan to generate sustainable commercial revenues, there is substantial doubt regarding its ability to continue as a going concern for the twelve months following the issuance of these Condensed Consolidated Financial Statements.

Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Finance Leases
2025 (remaining six months)	$ 158
2026	316
2027	316
2028	247
2029	55
Total lease payments	1,092
Less imputed interest	(80)
Present value of future minimum lease payments	1,012	$ 0
Operating Leases
2025 (remaining six months)	72
2026	148
2027	152
2028	38
2029	0
Total lease payments	410
Less imputed interest	(24)
Present value of future minimum lease payments	$ 386

Mezzanine and Stockholders’ Equity

6 Months Ended

Jun. 30, 2025

Equity [Abstract]

Mezzanine and Stockholders’ Equity

Mezzanine and Stockholders' Equity

The total number of shares outstanding as of June 30, 2025 and the total number of shares of all classes of stock that USAR has authority to issue is follows:


Class of Stock	Authorized	Par Value		Outstanding
	(In thousands, except par value)
Common Stock	750,000	$	0.0001	96,189
Preferred Stock	50,000	$	0.0001	3,714
Total authorized	800,000

Common Stock

Common Stock Voting Rights. Each holder of record of Common Stock has one vote for each share of Common Stock that is outstanding and held on all matters on which stockholders are entitled to vote generally.

Dividend Rights. The payment of future dividends on the shares of Common Stock depends on the Company’s financial condition and is subject to the discretion of the Board.

Rights Upon Liquidation. Upon liquidation, the holders of Common Stock are entitled to receive the remaining assets of the Company available for distribution to its stockholders ratably in proportion to the number of shares held by them after payment of debts and other liabilities and subject to the rights of the holders of outstanding Preferred Stock.

Lock-Up Arrangements. Pursuant to the Company’s bylaws, certain former members of USARE LLC, (excluding the former holders of the USARE LLC Class A Convertible Preferred Units and the USARE LLC Class A Preferred Investor Warrants, solely with respect to securities received in exchange for such USARE LLC securities) (together with their permitted transferees, the “USARE Lock-Up Holders”), unless released by the Company’s Board of Directors (the “Board”), are not permitted, prior to six months after the Closing Date to sell or otherwise dispose of any shares of Common Stock that were issued to them in connection with the transactions contemplated by the Merger (“USAR Lock-Up Shares”) without the prior written consent of the Company’s board of directors. Additionally, the USARE Lock-Up Holders are not permitted to, prior to one year after the Closing Date, transfer more than 50% of their USAR Lock-Up Shares, without the prior written consent of the Board. Notwithstanding the foregoing, in connection with the closing of the Merger, the Board released specified USARE Lock-Up Holders, generally the holders who were expected to own less than 0.2% of the Common Stock issued to all USARE Lock-Up Holders in the Merger, from the lock-up described above.

Pursuant to a Lock-Up Agreement, dated March 13, 2025, by and between the Company and Inflection Point Holdings II LLC (the “Sponsor”) and its permitted assigns agreed not to sell or otherwise dispose of 6.25 million shares of Common Stock (the “Sponsor Lock-Up Shares”) that were issued to the Sponsor in connection with the Merger Transactions in exchange for 6.25 million ordinary shares of IPXX issued to it prior to the Company’s initial public offering. Additionally, the Sponsor agreed that it would not, prior to one year after the Closing Date, transfer more than 50% of its Sponsor Lock-Up Shares, without the prior written consent of the Board.

12% Series A Convertible Preferred Stock

Preferred stock issued were designated as 12% Series A Convertible Preferred Stock (“Series A Preferred Stock”). The Company’s certificate of incorporation authorizes the Board to establish one or more series of preferred stock, which will be available for issuance without further action by the holders of Common Stock. 15.0 million shares of preferred stock have been designated as Series A Preferred Stock. Each share of Series A Preferred Stock has a stated value of $12.00 (the “Stated Value”).

Dividends: The Series A Preferred Stock accrues dividends daily at the rate of 12% per annum of the Stated Value (if paid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the Stated Value (if paid in cash), plus the amount of previously accrued dividends. Such dividends will compound semi-annually.

Liquidation Preference: Upon any liquidation, the holders of Series A Preferred Stock will be entitled to receive out of the available proceeds (i) 100% of the Stated Value per share of Preferred Stock plus accumulated dividends (“Accrued Value”) or (ii) an amount per share that would be payable had all shares of Series A Preferred Stock been converted into Common Stock immediately prior to the liquidation event. Thereafter, the holders of Series A Preferred Stock will be entitled to receive their pro-rata share of the remaining available proceeds available for distribution to stockholders, on an as-converted to Common Stock basis.

Voting: The Series A Preferred Stock will (i) vote together with the Common Stock as a single class, except as required by law and (ii) subject to certain protective provisions. Holders of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matters.

Conversion: Each share of Series A Preferred Stock is convertible into Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price. The conversion price is initially $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and customary anti-dilution adjustments, including with respect to future issuances or sales of Common Stock at prices less than $10.00 per share. In addition, if the 20-day volume-weighted average price of the Common Stock on the twenty-first trading day following the date that is six months after the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $7.50. On May 2, 2025, the conversion price was reduced to $7.00.

Put Rights: Unless prohibited by applicable law governing distributions to stockholders, the Series A Preferred Stock is redeemable at the option of the holder commencing any time after the 5th anniversary of the Closing at a price equal to the Accrued Value.

Call Rights: Unless prohibited by applicable law governing distributions to stockholders, the Series A Preferred Stock shall be redeemable at the option of the Company commencing any time:

(a)prior to the 1st anniversary of the Closing at a price equal to the 150% of the Accrued Value,

(b)on or after the 1st anniversary but prior to the 2nd anniversary of the Closing at a price equal to 140% of the Accrued Value,

(c)on or after the 2nd anniversary of the Closing but prior to the 3rd anniversary of the Closing at a price equal to 130% of the Accrued Value,

(d)on or after the 3rd anniversary of the Closing but prior to the 4th anniversary of the Closing at a price equal to 120% of the Accrued Value,

(e)on or after the 4th anniversary of the Closing but prior to the 5th anniversary of the Closing at a price equal to 110% of the Accrued Value, or

(f)on or after the 5th anniversary of the Closing at a price equal to 100% of the Accrued Value.

In accordance with ASC 480-10-S99, the Company classified the Series A Preferred Stock subject to redemption in mezzanine equity as the redemption provisions are not solely within the control of the Company.

Warrants

The following table presents the number of potential shares of Common Stock that outstanding warrant holders may acquire as of June 30, 2025.


	Balance Sheet Classification		Exercise Price	Potential Common Stock Shares Issuable Upon Exercise (1)
		(In thousands, except for exercise price)
Investor Public Warrants	Equity		$11.50	12,369
Investor Private Warrants	Equity		$11.50	6,000
Series A Warrants (2) (3)	Liability		$7.00	6,130
Common Stock warrants (3)	Liability		$7.00	10,714
Prefunded warrants (3)	Liability		$0.0001	2,164

Total Warrants				37,377

(1)Amount presented is net of exercises.

(2)On March 13, 2025, the Company granted warrants to acquire approximately 23.8 million shares of Common Stock. On May 3, 2025, the exercise price of the outstanding Series A warrants was reduced from $12.00 to $7.00 due to the $75M PIPE (as defined below). The number of shares of Common Stock issuable related to the outstanding Series A warrants on May 3, 2025 was subsequently increased by approximately 171%.

(3)See the follow ing section entitled “Private Investment in Public Entity Financing”.

Private Investment in Public Entity Financing

On May 2, 2025, the Company closed its private investment in public equity financing (the “$75M PIPE”) with a single institutional investor. Under the $75M PIPE agreement, the Company issued the following shares of Common Stock, Common Stock warrant, and Prefunded warrant:


	Common Stock Shares and Warrants Issued	Exercise Price
	(In thousands)
Common Stock shares	8,550
Common Stock warrants	10,714	$7.00
Prefunded warrants	2,164	$0.0001

In exchange for the above issuances, the Company received cash of $75.0 million. The $75M PIPE agreement specified that:

•exercisability of the Common Stock warrantCommon Stock and Prefunded warrant are contingent upon investor’s beneficial ownership of the Company, which may not exceed 9.99% at time of exercise;

•the Common Stock warrant will expire six (6) years from the initial exercise date;

•the Prefunded warrant does not expire;

•embedded put rights upon a Fundamental Transaction, as defined in the agreement;

•can be exercised in whole or in part;

•can only be exercised as long as the warrant is still outstanding; and

•other conditions and covenants as outlined in the agreement.

Upon closing of the $75M PIPE, the Company recognized a loss of $36.9 million on the value of the issued Common Stock shares, as the fair value of the related Common Stock warrant and Prefunded warrant on the issuance date exceeded the value of the financing received. The recognized loss on the value of the issued shares of Common Stock was recognized in (Loss) gain on fair market value of financial instruments on the Company’s Condensed Consolidated Statements of Operations. As of June 30, 2025, the Common Stock warrant remains unexercisable. See Note 4, “Fair Value Measurements – Private Investment in Public Entity Financing” for further information regarding the valuation of the $75M PIPE Common Stock warrant and Prefunded warrant.

Conversion of IPXX Warrants

As a result of the Domestication, (a) each of the then issued and outstanding warrants to purchase Class A ordinary shares of IPXX automatically became a USAR Warrant exercisable for one share of Common Stock on the same terms as the pre-Domestication warrants; and (b) each unit of IPXX issued and outstanding as of immediately prior to the Domestication was automatically canceled and each holder received one share of Common Stock and one-half of one USAR Warrant exercisable for one share of Common Stock on the same terms as the pre-Domestication warrants, with any fractional USAR Warrants to be issued in connection with such separation rounded down to the nearest whole warrant.

USARE LLC Series A Investor Warrants

As a result of the Merger transaction closing, the USARE LLC Class A Units Purchase Warrants automatically converted into USAR Series A Investor Warrants. The USARE LLC Class A Units Purchase Warrants were previously classified as equity. As the legal form of the warrants changed as a result of the Merger, management reassessed the classification of the warrants.

The USAR Series A Investor Warrants provide for a Black-Scholes value calculation, as defined, in the event of certain transactions (“Fundamental Transactions,” as defined in the USAR Series A Investor Warrants), which includes a floor on volatility utilized in the Black-Scholes value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815, the Company has classified the fair value of the USAR Series A Investor Warrants as a liability to be re-measured at the end of every reporting period with the change in value reported in the Condensed Consolidated Statement of Operations.

The activity related to the USARE LLC Class A Purchase Warrants to acquire USARE LLC Class A common units as of January 1, 2025, and changes during the six months ended June 30, 2025 are summarized as follows:


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	3,000	$12.00	$0
Issuance of warrants - additional Class A Preferred	2,279
Conversion to Series A Preferred Investor Warrant	(5,279)
Outstanding as of June 30, 2025	—

USARE LLC Warrants to Acquire Class B Common Units

The activity related to the USARE LLC warrants to acquire USARE LLC Class B common units as of January 1, 2025, and changes during the six months ended June 30, 2025 are summarized as follows:


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	8,315	$0.24	$16,000
Cashless exercise to class B Common Units	(8,315)
Outstanding as of June 30, 2025	—

USARE LLC Warrants to Acquire Class C Preferred Units

The activity related to the USARE LLC warrants to acquire USARE LLC Class C convertible preferred units as of January 1, 2025, and changes during the six months ended June 30, 2025 are summarized as follows:


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	1,949	$1.06	$1,956
Dividends	19	1.73
Cashless exercise to Common B Units	(1,968)
Outstanding as of June 30, 2025	—

USARE LLC Class B Common and Class C Convertible Preferred Units

Upon closing of the Merger, the following USARE LLC warrants to acquire Class B common and Class C convertible preferred units of USARE LLC were converted into shares of Common Stock using the treasury method of accounting on a cashless exercise basis and an exchange conversion ratio of approximately 0.204 shares of USAR Common Stock for each Class A unit of USARE LLC.


			Shares
			(In thousands)
USARE LLC Class B Common Warrants			1,521
USARE LLC Class C Convertible Preferred Warrants			379
Total USAR Common Stock			1,900

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Operating expenses:
Selling, general and administrative	$ 6,227	$ 1,286	$ 13,256	$ 3,933
Research and development	2,577	1,725	4,266	3,776
Total operating expenses	8,804	3,011	17,522	7,709
Loss from operations	(8,804)	(3,011)	(17,522)	(7,709)
Other income (expense):
Interest and dividend	765	45	952	154
(Loss) gain on fair market value of financial instruments	(134,662)	229	(74,362)	230
Interest expense and other income (loss), net	(12)	(82)	(99)	(166)
Total other income (loss), net	(133,909)	192	(73,509)	218
Net loss	(142,713)	(2,819)	(91,031)	(7,491)
Net loss attributable to non-controlling interest	(207)	(222)	(357)	(422)
Net loss attributable to common stockholders	$ (142,506)	$ (2,597)	$ (90,674)	$ (7,069)
Net loss per share:
Basic (in Dollars per share)	$ (1.54)	$ (0.04)	$ (0.99)	$ (0.12)
Diluted (in Dollars per share)	$ (1.54)	$ (0.04)	$ (0.99)	$ (0.12)
Number of shares used in per share calculations:
Basic (in shares)	92,769	59,425	91,598	59,319
Diluted (in shares)	92,769	59,425	91,598	59,319

Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Compensation Expense

The following table presents the compensation expense under the Legacy Incentive Plan.



	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)
Incentive units	$	—	$	(38)	$	441	$	259
Class A units (1)	—		(277)		841		(225)







Total	$	—	$	(315)	$	1,282	$	34

(1)In the three months ended March 31, 2025, USARE LLC recorded equity-based compensation for issuance of its Class A Units to certain consultants immediately prior to the Closing Date of the Merger pursuant to existing bonus agreements. In the three and six months ended June 30, 2024, USARE LLC recorded the forfeiture of equity-based compensation of its former CEO.

Schedule of Activity Related to Incentive Units

The following table presents the activity related to the incentive units as of June 30, 2025, and changes during the six months ended June 30, 2025.


	Units	Weighted Average Distribution Threshold (1)	Intrinsic Value (2)
	(In thousands, except for weighted average distribution threshold)
Outstanding at January 1, 2025	39,185	$0.97	$	46,152
Conversion to USARE LLC Class A units	(39,185)	$0.97
Outstanding at June 30, 2025	—

(1)The distribution threshold amount refers to the value that would need to be exceeded before the holder would receive any consideration upon a liquidation event.

(2)The intrinsic value is calculated based upon the fair value of the incentive units as of the reported date.

Accrued Liabilities

6 Months Ended

Jun. 30, 2025

Accrued Liabilities [Abstract]

Accrued Liabilities

The following table presents a summary of the accrued liabilities by category.




	June 30, 2025		December 31, 2024

	(In thousands)

Payroll and related employee taxes	$	1,349	$	1,908
Litigation settlement (1)	1,824		—
Construction in progress	1,302		323








Other	659		840

Total accrued liabilities	$	5,134	$	3,071

(1.)On July 1, 2025, the Company entered into a settlement agreement with various plaintiffs. The Company agreed to issue 159 thousand shares of Common Stock and agreed to pay $150 thousand to certain plaintiffs. As the litigation settlement was probable and estimable, the Company recorded the litigation settlement during the quarter ended June 30, 2025. See Note 8, “Commitments and Contingencies – Ramco Complaint and Kleiner Notice Settlement” for further discussion surrounding the litigation settlement.

Note Payable

6 Months Ended

Jun. 30, 2025

Notes Payable [Abstract]

Note Payable

On July 28, 2023, USARE LLC and Hatch LTD (“Hatch”) entered into an unsecured $1.0 million Senior Convertible Promissory Note agreement (the “Note”) with a 10% interest rate. The Note had an original maturity date of July 28, 2025, when the principal plus accrued interest of $0.2 million would become due, barring earlier conversion under certain events. A side letter and memorandum of understanding, signed contemporaneously with the Note, provided for potential issuances of an aggregate amount of $4.0 million in additional notes in two (2) tranches, the option of which expired unexercised, one year after the Note.

On February 26, 2025, USARE LLC and Hatch entered into a Letter Agreement to settle the Note in full by issuing approximately 0.68 million shares of USARE LLC Class A common units to Hatch, contingent upon success of the Merger. The Letter Agreement effectively modified the conversion terms by changing the type and number of shares in which the Note would be converted. On February 26, 2025, the Company accounted for the modification in terms by adjusting the December 31, 2024 valuation for the change to fair value of the derivative liability. A gain on the derivative liability of $0.7 million was recognized during the three months ended March 31, 2025.

The Note was settled as of the Closing Date of the Merger and accounted for as an extinguishment. The Company did not fair value the derivative immediately before extinguishment due to the relative proximity of the date of the Note’s modification to the Closing Date of the Merger. The fair value of the USARE LLC Class A common units issued to Hatch was calculated using the closing common stock price on March 13, 2025, adjusted for the conversion ratio used to convert USARE LLC Class A common units to Common Stock at the Merger. The Company recognized a loss on extinguishment of $11 thousand.

Upon closing of the Merger, the 0.68 million USARE LLC Class A common units converted into 0.14 million shares of Common Stock. The following table presents the interest expense recognized on the Note for the periods indicated. For 2025, the amount of interest expense was recognized through the extinguishment of the Note.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)
Amortization of Note discount	$	—	$	50	$	54	$	94

The effective interest rate of the Note was 44.875%.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/470/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Variable Interest Entity (Tables)

6 Months Ended

Jun. 30, 2025

Variable Interest Entity, Measure of Activity [Abstract]

Schedule of Consolidated Balance Sheets

The following table presents the assets and liabilities associated with RTMD included in the Company’s Condensed Consolidated Balance Sheets.


	June 30, 2025		December 31, 2024
	(In thousands)
ASSETS
Cash and cash equivalents	$	195	$	66
Prepaid expenses and other current assets	198		178
Right-of-use asset	389		30
Mineral interests	17,125		17,125
Property, plant and equipment, net	228		264
Other assets	25		20
Consolidated assets	$	18,160	$	17,683

LIABILITIES
Accounts payable	$	24	$	42
Accrued liabilities	255		141
Lease liability	386		22
Consolidated liabilities	$	665	$	205

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Leases - Schedule of Finance and Operating Lease Activity (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2025
Finance Lease
Right-of-use assets acquired	$ 0	$ 1,233
Amortization expense	61	67
Interest expense	12	13
Cash paid	53	53
Operating Lease
Right-of-use asset acquired	0	427
Lease expense	32	68
Cash paid	$ 72	$ 127

Fair Value Measurements - Schedule of Level 3 of the Fair Value Hierarchy Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2025	Jun. 30, 2024
Derivative liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		$ 0	$ 420		$ 1,164	$ 420
Change in estimated fair value		0	0		(716)	0
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Settlements		0	0		(448)	0
Ending balance	$ 0	0	$ 420	$ 0	0	$ 420
Earnout liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		46,232		99,639
Change in estimated fair value		53,775		368
Ending balance	100,007	100,007		100,007	100,007
Warrant liability \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		34,475		40,652
Change in estimated fair value		35,758		29,581
Warrant exercises		(16,518)		(16,518)
Ending balance	53,715	53,715		53,715	53,715
Common Stock warrant \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	84,807
Change in estimated fair value	6,793
Ending balance	91,600	91,600		91,600	91,600
Prefunded warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	22,309
Change in estimated fair value	1,396
Ending balance	$ 23,705	$ 23,705		$ 23,705	$ 23,705

Organization (Details) $ in Thousands	3 Months Ended		6 Months Ended
Organization (Details) $ in Thousands	Jun. 30, 2025 USD ($) shares	Jun. 30, 2024 USD ($)	Jun. 30, 2025 USD ($) shares	Jun. 30, 2024 USD ($)	Mar. 13, 2025	Mar. 12, 2025 shares	Dec. 31, 2024 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant exercisable (in Shares)	37,377,000		37,377,000
Exchange ratio					0.204
Net loss \| $	$ 142,713	$ 2,819	$ 91,031	$ 7,491
(Loss) on fair market value of financial instruments \| $	(134,662)	$ 229	(74,362)	230
Net cash used in operating activities \| $			18,238	$ 8,277
Cash and cash equivalents \| $	$ 121,791		$ 121,791				$ 16,761
Pre-Domestication Warrants
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant exercisable (in Shares)						1
USA Rare Earth, Inc \| Investor warrants
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant exercisable (in Shares)						0.5
Class A Ordinary Shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant exercisable (in Shares)						1
Common Stock \| USA Rare Earth, Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant exercisable (in Shares)						1

Leases - Schedule of Material Property Leases (Details) $ in Thousands	Jun. 30, 2025 USD ($) ft²	Dec. 31, 2024 USD ($)
Operating Leased Assets [Line Items]
ROU Asset Value at Commencement	$ 389	$ 30
March 2028 (1) \| Wheat Ridge, CO
Operating Leased Assets [Line Items]
Square Footage \| ft²	5,575
ROU Asset Value at Commencement	$ 163
March 2028 (2) \| Wheat Ridge, CO
Operating Leased Assets [Line Items]
Square Footage \| ft²	3,433
ROU Asset Value at Commencement	$ 264

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2025
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. In management’s opinion, these unaudited Condensed Consolidated Financial Statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2025 and December 31, 2024 and the results of operations and cash flows for the three and six months ended June 30, 2025 and 2024. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. The December 31, 2024 balances reported herein are derived from the Company’s audited Consolidated Financial Statements filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 18, 2025. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements as of and for the years ended December 31, 2024 and 2023 filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 18, 2025. These financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified in certain notes to the Condensed Consolidated Financial Statements to conform to the current period presentation.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act, as defined, provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, the Company need only provide two fiscal years of audited financial statements instead of three, it has reduced disclosure obligations such as for executive compensation, and it is not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, regarding its internal control over financial reporting. Additionally, the JOBS Act has allowed the Company the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards.
Principles of Consolidation	Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company, as well as its wholly-owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The amounts that involve significant estimates include equity-based compensation, asset and liability valuations, certain equity issuances, and other fair value estimates reported. The assumptions used in calculating fair value represent the Company’s best estimates. However, these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change or the Company uses different assumptions, any gain or loss recognized using estimates could be materially different.
Recently Adopted Accounting Pronouncement and Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncement In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which improves current U.S. GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance to determine whether a profits interest award should be accounted for in accordance with Topic 718. This ASU is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years and did not have a material effect on the Company’s Condensed Consolidated Financial Statements. Recently Issued Accounting Pronouncements Not Yet Adopted In January 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-01 - Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures by disaggregating the costs and expense line items that are presented on the face of the income statement. The disaggregation includes: (i) amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses; (ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis; and (iii) the definition and total amount of selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This ASU should be applied prospectively. Retrospective application is permitted for all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid. This ASU is effective for the Company prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on its disclosures.

- Definition

Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478671/942-235-S50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-12

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-9

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482836/275-10-55-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-4

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-1

+ Details

Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Assets
Finance leases, included in property plant and equipment, net	$ 1,166	$ 0
Operating leases, included in lease right-of-use assets, net	389	30
Total	1,555	30
Liabilities
Finance lease liability, current	277	0
Finance lease liability, non-current	735	0
Total finance lease liabilities	1,012	0
Operating lease liability, current	144	23
Operating Lease liability, non-current	255	0
Total operating lease liabilities	399	23
Total lease liabilities	1,411	$ 23
Sub-lease deposits	$ 13

Property, Plant and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2025

Property, Plant and Equipment, Net [Abstract]

Schedule of Property, Plant and Equipment, Net


	June 30, 2025		December 31, 2024
	(In thousands)
Land	$	707	$	707
Land improvements	403		403

Building improvements	2,553		—
Lab equipment	3,011		500
Leasehold improvements	346		346
Computer equipment	13		—


Construction in progress	26,239		25,775
Property, plant and equipment, gross	33,272		27,731
Less: Accumulated depreciation	(1,407)		(1,202)
Property, plant and equipment, net	$	31,865	$	26,529

Finance lease right-of-use assets	$	1,233	$	—
Less: Accumulated amortization	(67)		—
Finance lease-right-of-use assets, net	$	1,166	$	—

Total property, plant and equipment, net	$	33,031	$	26,529

The following table presents the depreciation expense related to the Company’s property, plant and equipment, and the amortization expense related to the Company’s finance lease right-of-use assets.


	Three Months Ended June 30,					Six Months Ended June 30,
	2025		2024		2025			2024
	(In thousands)
Depreciation expense	$	108	$	73		$	135		$	163
Amortization expense	61		—			67			—
Total	$	169	$	73		$	202		$	163

Equity-Based Compensation - Narrative (Details) $ in Millions	6 Months Ended
	Jun. 30, 2025 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized equity-based compensation expense \| $	$ 0.2
Percentage of vesting units	100.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	1 year
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years
2024 Omnibus Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for future issuance	13,000,000.0
Stock options granted	13,000,000.0
Number of units, right to receive (in shares)	1
Legacy USARE OpCo Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares converted	4,550,000
USARE LLC Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion ratio	0.204

Note Payable (Tables)

6 Months Ended

Jun. 30, 2025

Notes Payable [Abstract]

Schedule of Extinguishment of Debt

For 2025, the amount of interest expense was recognized through the extinguishment of the Note.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)
Amortization of Note discount	$	—	$	50	$	54	$	94

The effective interest rate of the Note was 44.875%.

Merger Transaction (Tables)

6 Months Ended

Jun. 30, 2025

Business Combination [Abstract]

Schedule of Equity Instruments Outstanding

The following table presents a summary of the number of equity instruments outstanding immediately following the closing of the Merger and the PIPE investment.


	Shares	% of Common (1)		% of Voting (1)
	(In thousands)
Public shareholders	2,077	3	%	2	%
Sponsor	6,250	8	%	7	%
USARE LLC shareholders	72,748	89	%	83	%
Shares issued to CCM (Issuance cost)	877	1	%	1	%
Total Common Stock	81,952	100	%	94	%

Series A Preferred Stock - USARE LLC shareholders	4,318			5	%
Series A Preferred Stock - PIPE Investors	784			1	%
Series A Preferred Stock - Blitzer promissory note	131			—	%
Total Voting Shares	87,185			100	%

(1)Percentage may not total due to rounding.

Schedule of Net Proceeds from the Merger

The following table presents the net proceeds from the Merger.


	Amount
	(In thousands)
Sources
Cash - PIPE investment	$	8,000
Cash - IPXX Trust Account	22,843
Cash - IPXX Op Account (Blitzer note)	24
Total Cash in IPXX going into the Merger	$	30,867

Uses
Transaction costs allocated to equity	$	(8,331)
FPA Prepayments	(20,789)
Other Expenses and Prepayments	(1,658)
Total cash used immediately after the merger	$	(30,778)

Net cash to USARE LLC	$	89

Transaction costs allocated to equity	$	350
Net cash used by USARE LLC	(350)
	$	—

Net Loss Per Share

6 Months Ended

Jun. 30, 2025

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss per Share

The following table sets forth the computation of the numerator and denominator for net loss per share attributable to holders of Common Stock.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands, except for per share amounts)
Numerator
Net loss attributable to common stockholders	$	(142,506)	$	(2,597)	$	(90,674)	$	(7,069)









Denominator




Weighted average shares outstanding - basic	92,769		59,425		91,598		59,319











Weighted average shares outstanding - diluted	92,769		59,425		91,598		59,319

Net loss per share attributable to common stockholders
Basic	$	(1.54)	$	(0.04)	$	(0.99)	$	(0.12)
Diluted	$	(1.54)	$	(0.04)	$	(0.99)	$	(0.12)

The following table presents categories of shares that are excluded from the diluted per share computation as their effect would be anti-dilutive.


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
	(Shares in thousands)
Preferred Stock	6,595	—	6,595	—
Series A warrants	6,130	—	6,130	—
Earnout shares	10,100	—	10,100	—
Investor warrants	18,369	—	18,369	—
USARE LLC Class B Convertible warrants	—	2	—	2

Common Stock warrants	10,714	—	10,714	—
Incentive units	—	8	—	8





Total	51,908	10	51,908	10

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2025
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn August 5, 2025, the Company announced that it has signed a joint development agreement (“JDA”) with ePropelled, Inc. (“ePropelled”), a global leader in advanced propulsion and energy management technologies, to develop a strategic supply and purchase relationship of the Company’s sintered neo magnets for use in ePropelled’s state-of-the-art motors, which are used in a multitude of uncrewed air, land, and sea vehicles (commonly referred to as “drones”).

Condensed Consolidated Statements of Mezzanine Equity and Stockholders' (Deficit) Equity (Parenthetical)	Jun. 30, 2025	Dec. 31, 2024
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
12% Series A Convertible Preferred Stock subject to possible redemption	12.00%	12.00%

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	51,908	10	51,908	10
Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	6,595	0	6,595	0
Series A warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	6,130	0	6,130	0
Earnout shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	10,100	0	10,100	0
Investor warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	18,369	0	18,369	0
USARE LLC Class B Common Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	0	2	0	2
Common Stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	10,714	0	10,714	0
Incentive units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect (in shares)	0	8	0	8

Condensed Consolidated Balance Sheets (Parentheticals)	Jun. 30, 2025	Dec. 31, 2024
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
12% Series A Convertible Preferred Stock subject to possible redemption	12.00%	12.00%

Equity-Based Compensation

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

Incentive Plans

2024 Omnibus Incentive Plan

The Company has reserved 13.0 million shares of Common Stock for issuance pursuant to the 2024 Omnibus Incentive Plan (the “2024 Incentive Plan”), and the maximum number of units that may be issued pursuant to the vesting of incentive awards under the 2024 Incentive Plan is 13.0 million units, subject to certain adjustments. Each unit represents the right to receive one share of Common Stock. The Company has not granted any equity-based awards under the 2024 Incentive Plan as of June 30, 2025.

USARE LLC Incentive Plan

USARE LLC issued incentive units under the Amended and Restated Incentive Plan dated May 1, 2020 and the Second Amended and Restated Equity Incentive Plan dated August 26, 2022 and amended November 2, 2022 and February 10, 2024 (the “Legacy Incentive Plan”). The incentive units were intended to constitute “profit interests” within the meaning of the U.S. Internal Revenue Service (“IRS”) Revenue Procedures 93-27 and 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the IRS or other applicable law). The rights and preferences of the incentive units were defined in the respective incentive unit agreements. The Company did not forfeit or grant any new incentive units under the Legacy Incentive Plan as of the closing date of the Merger. In addition, no new grants will be awarded under this plan.

Valuation

USARE LLC utilized an independent valuation company to estimate the fair value of the underlying equity units into which the incentive units granted under the Legacy Incentive Plan would be converted. During the year ended December 31, 2024, the Company then used this valuation in a Black-Scholes pricing model to determine the fair value of the incentive units granted. The Black-Scholes pricing method is considered to be a Level 3 fair value measurement requiring highly judgmental assumptions including expected volatility. The expected volatility was estimated by taking the average historical price volatility for industry peers, consisting of several public companies in its industry which are either similar in size, stage of life cycle, or financial leverage, over a period equivalent to the expected term of the awards. USARE LLC recognized the associated costs across the vesting period using the straight-line method. All outstanding and unvested incentive units under the Legacy Incentive Plan vested upon the closing of the Merger and unrecognized equity-based compensation expense of incentive units vested on that date of $0.2 million was recognized.

Compensation Expense

The following table presents the compensation expense under the Legacy Incentive Plan.



	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands)
Incentive units	$	—	$	(38)	$	441	$	259
Class A units (1)	—		(277)		841		(225)







Total	$	—	$	(315)	$	1,282	$	34

The following table presents the activity related to the incentive units as of June 30, 2025, and changes during the six months ended June 30, 2025.


	Units	Weighted Average Distribution Threshold (1)	Intrinsic Value (2)
	(In thousands, except for weighted average distribution threshold)
Outstanding at January 1, 2025	39,185	$0.97	$	46,152
Conversion to USARE LLC Class A units	(39,185)	$0.97
Outstanding at June 30, 2025	—

(1)The distribution threshold amount refers to the value that would need to be exceeded before the holder would receive any consideration upon a liquidation event.

(2)The intrinsic value is calculated based upon the fair value of the incentive units as of the reported date.

Conversion of Incentive Units – Upon closing of the Merger, all outstanding incentive units were considered fully vested and converted into approximately 4.55 million shares of Common Stock using the treasury method of accounting on a cashless exercise basis and an exchange conversion ratio of approximately 0.204 shares of Common Stock for a share of Common Stock of USARE LLC.

Vesting Period of Incentive Units – USARE LLC utilized different vesting periods, generally ranging from one year to three years, depending on the specifics of the grant. In case of a change in control, unless otherwise expressly provided in the participant’s award agreement, the units would become 100% vested and any restrictions and limitations applicable to the participant’s incentive units would lapse and such incentive units would become fully transferable.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2025
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Potential Future Environmental Contingency The Company’s planned exploration and development activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally have become more restrictive. The Company will conduct its operations to protect public health and the environment and believes that its current engineering operations are materially in compliance with all applicable laws and regulations. While the Company’s mining activities are not yet operational, the Company has made, and expects to make in the future, expenditures to comply with all local and federal environmental laws and regulations. The ultimate amount of reclamation and other future site-restoration costs to be incurred for future mining interests is unknown and uncertain as of June 30, 2025. Litigation From time to time, the Company may become subject to legal proceedings, claims or litigation arising in the ordinary course of business. In addition, the Company may receive notices alleging infringement of patents or other intellectual property rights. The outcomes of any legal proceedings, claims, notices or litigation are subject to uncertainty, and any claims against the Company, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time, create negative perceptions with communities, stakeholders, and government agencies and result in the diversion of significant operational resources. If an unfavorable outcome was to occur in any proceeding, claim or litigation, the Company could be adversely affected in the period in which they are resolved and the impact could be material to the Company’s business, financial condition, cash flow or results of operations, depending on the specific circumstances of the outcome. The Company accrues loss contingencies when it is both probable that the Company will incur the loss and when it can reasonably estimate the amount of the loss or range of loss. Ramco Complaint A complaint was filed in Delaware Chancery Court by Ramco Asset Management, LLC (“Ramco”), US Trading Company Metals RE, LLC, and DinSha Dynasty Trust (“DinSha”) (collectively, the “Plaintiffs”) on July 29, 2022 against USA Rare Earth, LLC (“USARE LLC”), Morzev Pty Ltd., Mordechai Gutnick ATF the Morzev Trust, Mordechai Gutnick, and Pini Althaus (collectively, the “Defendants”), captioned Ramco Asset Management, LLC v. USA Rare Earth, LLC, C.A. No. 2022-0665-SG (as amended, the “Complaint”). In connection with this matter and a disagreement regarding the number of units of USARE LLC that were issued to the Plaintiffs in transactions during 2019, the Complaint alleged causes of action for breach of contract, breach of fiduciary duty, breach of the Corporations Act (Australia), fraud and misrepresentation, and breach of the duty of good faith and fair dealing. The Complaint seeks a variety of relief, including compensatory and punitive damages, curative equity, attorneys fees and expenses and other relief as may be granted by the court. USARE LLC thereafter filed a motion to dismiss Plaintiffs’ claims. After motion practice and argument, the court dismissed all claims, except for Ramco’s alleged breach of contract claim and alleged breach of good faith and fair dealing as asserted against the Company. On July 1, 2025, USARE LLC, Ramco, DinSha and Stewart Kleiner entered into a settlement agreement in full settlement of, amongst other things, the Complaint. See subsection “Ramco Complaint and Kleiner Notice Settlement” below. Kleiner Notice On April 1, 2025, the Company received notice from Stewart Kleiner (Managing Member of Ramco and Grantor of DinSha) asserting that a milestone triggering payment of certain equity outlined in a May 10, 2019 advisory agreement (the “Milestone Payment Notice”) had been achieved as a result of the Company’s reverse merger with Inflection Point Acquisition Corp. II. A July 28, 2019 amendment to the advisory agreement guaranteed payment of the equity by Mordechai Gutnick in the event of a conflict between Mr. Kleiner and the Company. On July 1, 2025, the Company, USARE LLC, Ramco, DinSha and Mr. Kleiner entered into a settlement agreement in full settlement of, amongst other things, the Milestone Payment Notice and the guaranteed payment of equity by Mr. Gutnick was released. See subsection “Ramco Complaint and Kleiner Notice Settlement” below. Ramco Complaint and Kleiner Notice Settlement On July 1, 2025, Ramco, DinSha, Mr. Kleiner, the Company and USARE LLC entered into a settlement agreement and release pursuant to which, in full settlement of the Complaint and the Milestone Payment Notice, amongst other things, the Company agreed to issue 159 thousand shares of Common Stock to DinSha and agreed to pay $150 thousand to Ramco. The settlement agreement is expressly not to be construed as an admission of liability by the Company. During the second quarter of 2025, the Company determined that the consideration paid (both cash and the fair value of the Common Stock components) were both probable and estimable, and should be classified as settlement of litigation. During the quarter ended June 30, 2025, the Company recorded an estimated fair value charge of $1.8 million in its Condensed Consolidated Statements of Operations. Transaction Bonus The Company has agreements with certain individuals and entities that require payment of cash and/or equity upon certain criteria as defined by the applicable agreement. The transaction bonuses are recognized when they are deemed to be probable or when the qualifying transaction has been consummated. During the three months ended March 31, 2025, the Company completed the Merger, which triggered $1.9 million of cash bonuses to certain employees and consultants pursuant to existing transaction bonus agreements, of which, $0.8 million and $1.9 million were paid out in the three and six months ended June 30, 2025, respectively. The expense for the cash bonuses was recognized in Selling, general and administrative operating expense in the Company’s Condensed Consolidated Statements of Operation. In addition, approximately 0.38 million USARE LLC Class A units were issued to certain consultants pursuant to existing transaction bonus agreements which provided for the payment of these Class A units immediately prior to the completion of the Merger. The Class A units were then converted to common stock at closing for $0.8 million. The Company also accrued $0.2 million for restricted stock units to be issued to a certain employee. The expense for the equity transaction bonuses was recognized in Equity-based compensation. As of June 30, 2025, the Company has agreements in place regarding the potential payment of up to $1.5 million in cash related to other transaction bonuses which are not triggered by the Merger. No amounts were accrued for these bonuses as of June 30, 2025 and December 31, 2024, as the triggering event had not occurred.

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Jun. 30, 2025

Dec. 31, 2024

Current assets

Cash and cash equivalents

$ 121,791

$ 16,761

Deferred offering costs

5,134

Prepaid expenses and other current assets

1,754

378

Total current assets

123,545

22,273

Property, plant and equipment, net

33,031

26,529

Mineral interests

17,125

Equipment deposits

5,555

3,060

Lease right-of-use assets

389

Other non-current assets

Total assets

179,701

69,069

Current liabilities

Accounts payable

2,238

1,823

Accrued liabilities

5,134

3,071

Derivative liability

1,164

Notes payable

831

Finance and operating leases, current

421

Other

383

Total current liabilities

8,176

6,925

Deferred grants

8,200

Finance and operating leases, non-current

990

Earnout liabilities

100,007

Warrant liabilities

169,020

Total liabilities

286,393

15,125

Commitments and contingencies (Note 8)

Mezzanine equity

12% Series A Convertible Preferred Stock subject to possible redemption

25,242

21,173

Subscription receivable

(1,250)

Total mezzanine equity

25,242

19,923

^[1],[2]

Stockholders' (deficit) equity

Common Stock

Additional paid-in-capital

46,270

104,244

Accumulated deficit

(180,500)

(72,872)

Non-controlling interest

2,286

2,643

Total stockholders’ (deficit) equity

(131,934)

34,021

^[2],[3]

Total liabilities, mezzanine and stockholders’ (deficit) equity

$ 179,701

$ 69,069

[1]	Recast as of January 1, 2025. The shares of the Company’s preferred stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger as described in Note 3, “Merger Transaction”.
[2]	The shares of the Company’s common stock, common stock units and preferred stock units prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger as described in Note 3, “Merger Transaction”.
[3]	Recast as of January 1, 2025. The shares of the Company’s common stock prior to the Merger have been retrospectively recast to reflect the change in the capital structure as a result of the Merger as described in Note 3, “Merger Transaction”.

Leases - Schedule of Active Finance Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Operating Leased Assets [Line Items]
Property & Equipment	$ 31,865	$ 26,529
Finance Lease Liability	1,012	$ 0
March 2029 (1) \| Stillwater, OK
Operating Leased Assets [Line Items]
Property & Equipment	765
Finance Lease Liability	673
March 2029 (2) \| Stillwater, OK
Operating Leased Assets [Line Items]
Property & Equipment	152
Finance Lease Liability	133
March 2028 \| Stillwater, OK
Operating Leased Assets [Line Items]
Property & Equipment	316
Finance Lease Liability	$ 245

Note Payable - Schedule of Extinguishment of Debt (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Note Payable (Details) [Line Items]
Amortization of discount on note payable			$ 0	$ 94
Senior Convertible Promissory Note
Note Payable (Details) [Line Items]
Amortization of discount on note payable	$ 0	$ 50	$ 54	$ 94

Variable Interest Entity - Schedule of Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Jun. 30, 2025	Dec. 31, 2024
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	$ 121,791	$ 16,761
Prepaid expenses and other current assets	1,754	378
Lease right-of-use assets	389	30
Property, plant and equipment, net	31,865	26,529
Total assets	179,701	69,069
Lease liability	386
Total liabilities	286,393	15,125
VIE
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	195	66
Prepaid expenses and other current assets	198	178
Lease right-of-use assets	389	30
Mineral interests	17,125	17,125
Property, plant and equipment, net	228	264
Other assets	25	20
Total assets	18,160	17,683
Accounts payable	24	42
Accrued liabilities	255	141
Lease liability	386	22
Total liabilities	$ 665	$ 205

Property, Plant and Equipment, Net

6 Months Ended

Jun. 30, 2025

Property, Plant and Equipment, Net [Abstract]

Property, Plant and Equipment, Net


	June 30, 2025		December 31, 2024
	(In thousands)
Land	$	707	$	707
Land improvements	403		403

Building improvements	2,553		—
Lab equipment	3,011		500
Leasehold improvements	346		346
Computer equipment	13		—


Construction in progress	26,239		25,775
Property, plant and equipment, gross	33,272		27,731
Less: Accumulated depreciation	(1,407)		(1,202)
Property, plant and equipment, net	$	31,865	$	26,529

Finance lease right-of-use assets	$	1,233	$	—
Less: Accumulated amortization	(67)		—
Finance lease-right-of-use assets, net	$	1,166	$	—

Total property, plant and equipment, net	$	33,031	$	26,529


	Three Months Ended June 30,					Six Months Ended June 30,
	2025		2024		2025			2024
	(In thousands)
Depreciation expense	$	108	$	73		$	135		$	163
Amortization expense	61		—			67			—
Total	$	169	$	73		$	202		$	163

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2025
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. In management’s opinion, these unaudited Condensed Consolidated Financial Statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2025 and December 31, 2024 and the results of operations and cash flows for the three and six months ended June 30, 2025 and 2024. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. The December 31, 2024 balances reported herein are derived from the Company’s audited Consolidated Financial Statements filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 18, 2025. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements as of and for the years ended December 31, 2024 and 2023 filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 18, 2025. These financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Reclassifications Certain prior period amounts have been reclassified in certain notes to the Condensed Consolidated Financial Statements to conform to the current period presentation. Emerging Growth Company Status The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act, as defined, provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, the Company need only provide two fiscal years of audited financial statements instead of three, it has reduced disclosure obligations such as for executive compensation, and it is not required to comply with auditor attestation requirements from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, regarding its internal control over financial reporting. Additionally, the JOBS Act has allowed the Company the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company, as well as its wholly-owned subsidiaries and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The amounts that involve significant estimates include equity-based compensation, asset and liability valuations, certain equity issuances, and other fair value estimates reported. The assumptions used in calculating fair value represent the Company’s best estimates. However, these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change or the Company uses different assumptions, any gain or loss recognized using estimates could be materially different. Significant Accounting Policies For a detailed description of the Company’s Significant Accounting Policies, please refer to the Company’s Form 10-Q filed with the SEC on May 15, 2025. Recently Adopted Accounting Pronouncement In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which improves current U.S. GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance to determine whether a profits interest award should be accounted for in accordance with Topic 718. This ASU is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years and did not have a material effect on the Company’s Condensed Consolidated Financial Statements. Recently Issued Accounting Pronouncements Not Yet Adopted In January 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-01 - Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures by disaggregating the costs and expense line items that are presented on the face of the income statement. The disaggregation includes: (i) amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses; (ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis; and (iii) the definition and total amount of selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This ASU should be applied prospectively. Retrospective application is permitted for all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its financial reporting disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid. This ASU is effective for the Company prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on its disclosures.

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2025
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is subject to taxation in the U.S. and various state jurisdictions. The Company’s effective tax rate of zero percent is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items. Each quarter, an estimate of the annual effective tax rate is updated should the Company revise its forecast of earnings based upon its operating results. If there is a change in the estimated effective annual tax rate, a cumulative adjustment is made. The difference between the effective tax rate of zero percent and the U.S. federal statutory rate of 21.0% for the three and six months ended June 30, 2025 and 2024 was due to changes in the valuation allowance, which entirely offsets the Company’s net deferred tax assets. As of June 30, 2025, the Company determined that, based on an evaluation of the Company’s history of net losses and all available evidence, both positive and negative, including the Company’s latest forecasts and cumulative losses in recent years, it was more likely than not that none or substantially none of the Company’s deferred tax assets would be realized and, therefore, the Company continued to record a valuation allowance.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 33,272		$ 33,272		$ 27,731
Less: Accumulated depreciation	(1,407)		(1,407)		(1,202)
Property, plant and equipment, net	31,865		31,865		26,529
Finance lease right-of-use assets	1,233		1,233		0
Less: Accumulated amortization	(67)		(67)		0
Finance lease-right-of-use assets, net	1,166		1,166		0
Total property, plant and equipment, net	33,031		33,031		26,529
Depreciation expense	108	$ 73	135	$ 163
Amortization expense	61	0	67	0
Total	169	$ 73	202	$ 163
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	707		707		707
Land improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	403		403		403
Building improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,553		2,553		0
Lab equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,011		3,011		500
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	346		346		346
Computer equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	13		13		0
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 26,239		$ 26,239		$ 25,775

Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Jul. 01, 2025	Jun. 30, 2025	Dec. 31, 2024
Accrued Liabilities [Line Items]
Payroll and related employee taxes		$ 1,349	$ 1,908
Litigation settlement		1,824	0
Construction in progress		1,302	323
Other		659	840
Total accrued liabilities		$ 5,134	$ 3,071
Subsequent Event
Accrued Liabilities [Line Items]
Stock issued during period, shares, issued for litigation settlement (in shares)	159,000
Stock issued during period, value, issued for litigation settlement	$ 150

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024
Cash flows from operating activities:
Net loss	$ (91,031)	$ (7,491)
Adjustments to reconcile net loss to cash used in operating activities
Equity-based compensation	1,282	34
Depreciation	135	163
Amortization of right of use assets	135	103
Non-cash interest expense	73	0
Amortization of discount on note payable	0	94
Settlement of litigation through the issuance of common shares	1,674	0
Loss (gain) on fair market value of financial instruments	74,362	(230)
Other non-cash adjustments	419	39
Changes in operating assets and liabilities:
Prepaid and other assets	(1,035)	(32)
Accounts payable	(2,785)	95
Accrued and other liabilities	(1,364)	(976)
Operating lease liability	(103)	(76)
Net cash used in operating activities	(18,238)	(8,277)
Cash flows from investing activities:
Capital expenditures and equipment deposits	(6,297)	(1,055)
Net cash used in investing activities	(6,297)	(1,055)
Cash flows from financing activities:
IPXX contribution of capital through merger	22,867	0
Prepayment of Forward Purchase Agreements	(20,789)	0
Proceeds from termination of Forward Purchase Agreements	20,789	0
Payment of securities issuance costs	(8,281)	(89)
Proceeds from issuance of equity and warrants under PIPE financing, net	70,178	0
Proceeds from exercise of warrants	21,951	0
Net cash provided by (used in) financing activities	129,565	(572)
Net change in cash and cash equivalents	105,030	(9,904)
Cash and cash equivalents, beginning of year	16,761	13,199
Cash and cash equivalents, end of period	121,791	3,295
Supplemental disclosure of cash flow information:
Finance right of use assets obtained in exchange for finance lease liabilities	1,233	0
Non-cash lease liabilities arising from obtaining right of use assets	427	0
Series A-1 & A-2 Preferred Stock
Cash flows from financing activities:
Proceeds from issuance of preferred stock and warrants	15,250	0
Series A Preferred Stock
Cash flows from financing activities:
Proceeds from issuance of preferred stock and warrants	8,000	0
Payments of stock issuance costs	(400)	0
Convertible Preferred Units Class C-1
Cash flows from financing activities:
Payments of stock issuance costs	0	(483)
Class C & C-1 Preferred Stock
Supplemental disclosure of cash flow information:
Convertible preferred stock dividends	1,960	3,621
Class A & A-1 Preferred Stock
Supplemental disclosure of cash flow information:
Convertible preferred stock dividends	$ 1,082	$ 0

Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2025

Accrued Liabilities [Abstract]

Schedule of Accrued Liabilities

The following table presents a summary of the accrued liabilities by category.




	June 30, 2025		December 31, 2024

	(In thousands)

Payroll and related employee taxes	$	1,349	$	1,908
Litigation settlement (1)	1,824		—
Construction in progress	1,302		323








Other	659		840

Total accrued liabilities	$	5,134	$	3,071

Mezzanine and Stockholders’ Equity - Schedule of Activity Related to USARE LLC Warrants (Details) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2025 USD ($) $ / shares shares
USARE LLC Series A Investor Warrants
Units
Units, Outstanding Beginning Balance	3,000
Units, Issuance of warrants - additional Class A Preferred	2,279
Units, Conversion to Series A Preferred Investor Warrant	(5,279)
Units, Outstanding Ending Balance	0
Weighted Average Exercise Price
Weighted Average Exercise Price, Outstanding Beginning Balance (in Dollars per share) \| $ / shares	$ 12.00
Intrinsic Value
Intrinsic Value, Outstanding Beginning Balance (in Dollars) \| $	$ 0
USARE LLC Warrants to Acquire Class B Common Units
Units
Units, Outstanding Beginning Balance	8,315
Cashless exercise to Common B Units	(8,315)
Units, Outstanding Ending Balance	0
Weighted Average Exercise Price
Weighted Average Exercise Price, Outstanding Beginning Balance (in Dollars per share) \| $ / shares	$ 0.24
Intrinsic Value
Intrinsic Value, Outstanding Beginning Balance (in Dollars) \| $	$ 16,000
USARE LLC Warrants to Acquire Class C Preferred Units
Units
Units, Outstanding Beginning Balance	1,949
Dividends	19
Cashless exercise to Common B Units	(1,968)
Units, Outstanding Ending Balance	0
Weighted Average Exercise Price
Weighted Average Exercise Price, Outstanding Beginning Balance (in Dollars per share) \| $ / shares	$ 1.06
Weighted Average Exercise Price, Dividends (in Dollars per share) \| $ / shares	$ 1.73
Intrinsic Value
Intrinsic Value, Outstanding Beginning Balance (in Dollars) \| $	$ 1,956

Mezzanine and Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands					6 Months Ended
	May 03, 2025 USD ($) $ / shares	May 02, 2025 USD ($) $ / shares	Mar. 13, 2025 shares	Aug. 21, 2024	Jun. 30, 2025 USD ($) $ / shares shares	Jun. 30, 2024 USD ($)	Mar. 12, 2025 shares	Dec. 31, 2024
Class of Stock [Line Items]
Voting rights				94
Percentage of transfer of shares					50.00%
Percentage of shares issued					0.20%
Preferred stock, shares authorized (in Shares)					50,000,000
Preferred stock, stated value (in Dollars per share) \| $ / shares					$ 0.0001
Percentage of stated value of preferred stock					100.00%
Volume-weighted average price, period					20 days
Conversion period after closing date					6 months
Proceeds from issuance of equity and warrants under PIPE financing, net \| $	$ 75,000				$ 70,178	$ 0
Beneficial ownership percentage, maximum	9.99%
Expiration period	6 years
Loss on issuance of common stock \| $		$ 36,900
Warrant exercisable (in Shares)					37,377,000
Pre-Domestication Warrants
Class of Stock [Line Items]
Warrant exercisable (in Shares)							1
Investor warrants \| USA Rare Earth, Inc
Class of Stock [Line Items]
Warrant exercisable (in Shares)							0.5
Paid in Kind
Class of Stock [Line Items]
Percentage of dividend rate of preferred stock					12.00%
Paid in Cash
Class of Stock [Line Items]
Percentage of dividend rate of preferred stock					10.00%
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in Shares)					15,000,000
Preferred stock, stated value (in Dollars per share) \| $ / shares	$ 12.00
Conversion price (in Dollars per share) \| $ / shares					$ 7.50
Conversion price reduced (in Dollars per share) \| $ / shares		$ 7.00
New USARE Common Stock
Class of Stock [Line Items]
Conversion ratio					0.204
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
Class of Stock [Line Items]
12% Series A Convertible Preferred Stock subject to possible redemption					12.00%			12.00%
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption \| First Anniversary
Class of Stock [Line Items]
Accrued value redeemable, percentage					150.00%
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption \| Second Anniversary
Class of Stock [Line Items]
Accrued value redeemable, percentage					140.00%
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption \| Third Anniversary
Class of Stock [Line Items]
Accrued value redeemable, percentage					130.00%
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption \| Fourth Anniversary
Class of Stock [Line Items]
Accrued value redeemable, percentage					120.00%
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption \| Fifth Anniversary
Class of Stock [Line Items]
Accrued value redeemable, percentage					110.00%
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption \| After Fifth Anniversary
Class of Stock [Line Items]
Accrued value redeemable, percentage					100.00%
Common Units Class A
Class of Stock [Line Items]
Warrant exercisable (in Shares)							1
Common Stock \| USA Rare Earth, Inc
Class of Stock [Line Items]
Warrant exercisable (in Shares)							1
Lock-Up Agreement
Class of Stock [Line Items]
Percentage of transfer of shares			50.00%
Exchange of shares (in Shares)			6,250,000
Common Stock
Class of Stock [Line Items]
Voting rights					one
Conversion price (in Dollars per share) \| $ / shares					$ 10.00
Conversion ratio					0.204

Government Grants	6 Months Ended
Government Grants	Jun. 30, 2025
Government Assistance [Abstract]
Government Grants	Government Grants The Company has government grants for the purchase or construction of long-lived assets. The Company presents grants received related to long-lived assets as a non-current deferred grants liability on the Condensed Consolidated Balance Sheets and recognizes revenue through profit or loss over the useful life of the underlying assets. Tax Incremental Financing On June 6, 2022, the Company executed a Tax Increment Financing Agreement (the “TIF Agreement”) with the Stillwater Economic Development Authority (the “Authority”), a public trust having as its beneficiary the City of Stillwater, Oklahoma (the “City”), whereby the Authority will provide upfront development financing assistance to the Company of up to $7.0 million for the development of the Stillwater Facility (the “Upfront Assistance”). Additionally, entry into the TIF Agreement made USARE LLC eligible to receive a manufacturing and research and development Ad Valorem Tax Exemption for a period of five years and thereafter requires the Authority to disburse to the Company 90% of the incremental Ad Valorem taxes generated by the Ad Valorem taxes assessed against the Stillwater Facility and paid by the Company. Under the terms of the TIF Agreement, among other things, the Company is required to complete the Stillwater Facility and in doing so to make an investment of approximately $140.0 million and to employ a specified number of employees at specified levels of median compensation at various stages of the development. Subject to agreed extensions, USARE LLC is also required to commence certain phases of the development of the Stillwater Facility by no later than March 31, 2026 and complete that advanced development by no later than June 30, 2027. Should the Company default on its obligations under the Stillwater Redevelopment Agreement, the Authority may terminate the agreement and make demand for immediate repayment in full of the Upfront Assistance. As of June 30, 2025 and December 31, 2024, the Company recorded $7.0 million of deferred grant income related to cash received to date as part of the TIF Agreement, all of which is noncurrent as a component of Deferred grants. As of June 30, 2025, the Company has not recognized any of the deferred grant income amounts in profit or loss related to the TIF Agreement as the associated long-lived assets requirement and employment obligations have not been met. The Company filed the Ad Valorem Tax Exemption application for the year ending December 31, 2023, in March of 2023. Approval was received November 14, 2023 from the Stillwater Economic Development Authority for the Five-Year Ad Valorem Tax Exemption. As such, the Company has not incurred any real and personal ad valorem taxes to date. Governor’s Fund On April 15, 2022, the Company entered into an agreement with the Oklahoma Department of Commerce to receive a $1.2 million award to be used for the renovation of an existing building at the Stillwater Facility (the “Governor’s Fund Agreement”), to be paid in $0.6 million increments when the Company had cumulatively spent $1.0 million and $2.0 million by March 31, 2023 and May 31, 2023, respectively, in qualifying costs related to developing the Stillwater Facility. Per the terms of the Governor’s Fund Agreement, the award is subject to repayment if the Company does not comply with certain investment requirements and employee headcount and compensation standards. During 2022, the Company incurred qualifying costs that exceeded the cumulative $2.0 million threshold specified in the contract. The total award of $1.2 million was requested and received by the Company on April 6, 2022 and was recorded as deferred grant income at the time, which will be recognized over the useful life of the related assets once placed in service. Jobs Program In 2022, the Company was accepted for the Oklahoma Quality Jobs Program (“Jobs Program”), an incentive that provides qualifying companies quarterly cash rebates of up to 5.0% of the wages paid for new direct jobs created by the Company for a period of up to 10 years, with a maximum payout of approximately $2.8 million, subject to the Company fulfilling certain obligations pursuant to an agreement between USA Rare Earth Magnets, LLC, a subsidiary of the Company, and the State of Oklahoma, dated December 19, 2022 (the “Jobs Program Agreement”), including that the Company must meet or exceed applicable payroll and employee headcount requirements and that the Company maintain operations in Oklahoma for a specified period. The Company is eligible to make claims under the Jobs Program; however, as of June 30, 2025, no claims have been submitted and the Company has not yet recognized any reductions in payroll expense related to the Jobs Program. The Company is expecting to apply for claims by the end of 2025 for eligible quarters, as terms of the Jobs Program Agreement require that the first claim be made on or prior to January 1, 2026.

Mezzanine and Stockholders’ Equity - Schedule of Total Number of Shares Outstanding and Authority to Issue (Details) - $ / shares shares in Thousands	Jun. 30, 2025	Aug. 21, 2024
Equity [Abstract]
Common Stock, Authorized (in shares)	750,000
Common Stock, Par value (in Dollars per share)	$ 0.0001
Common Stock, Outstanding (in shares)	96,189	81,952
Preferred Stock, Authorized (in shares)	50,000
Preferred Stock, Par value (in Dollars per share)	$ 0.0001
Preferred Stock, Outstanding (in shares)	3,714
Total Authorized (in shares)	800,000

Merger Transaction - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands					6 Months Ended
	Mar. 11, 2025 $ / shares shares	Feb. 03, 2025 USD ($)	Aug. 21, 2024 USD ($) $ / shares shares	Aug. 20, 2024 USD ($) $ / shares shares	Jun. 30, 2025 USD ($) $ / shares shares	Dec. 31, 2024
Business Combination [Line Items]
Fair value subscription receivable prepayment amount \| $					$ 20,800
Hatch Note
Business Combination [Line Items]
Converted shares (in Shares)				680
Convertible Promissory Note
Business Combination [Line Items]
Percentage of forgiveness				50.00%
USARE Class A Preferred Investor Warrants
Business Combination [Line Items]
Gross cash proceeds \| $			$ 25,500
Subscription receivable \| $			1,250
Aggregate purchase price \| $		$ 15,300
Shares issued (in Shares)				780
Common Stock
Business Combination [Line Items]
Exchange ratio					0.204
Shares issued (in Shares)				880
Price per share (in Dollars per share) \| $ / shares				$ 12.00
Earnout and Forward Purchase Agreements
Business Combination [Line Items]
Proceeds from investment \| $			8,000
Forward Purchase Agreements
Business Combination [Line Items]
Price per share (in Dollars per share) \| $ / shares					$ 11.00
Fair value \| $					$ 20,400
Number of shares issued (in Shares)					1,890
Forward Purchase Agreements \| Common Stock
Business Combination [Line Items]
Cash \| $					$ 20,800
Business Combination Agreement
Business Combination [Line Items]
Aggregate consideration \| $				$ 8,000
Cash held in trust \| $			$ 22,800
Minimum trading day period			20 days
Consecutive trading day period			30 days
Business Combination Agreement \| Common Stock
Business Combination [Line Items]
Additional shares issued (in Shares)			10,100
Business Combination Agreement \| Second Tranche
Business Combination [Line Items]
Additional shares issued (in Shares)			5,050
Market price per share (in Dollars per share) \| $ / shares			$ 20.00
Mr. Michael Blitzer
Business Combination [Line Items]
Percentage of forgiveness			50.00%
Minimum \| Business Combination Agreement
Business Combination [Line Items]
Market price per share (in Dollars per share) \| $ / shares			$ 15.00
Maximum \| Business Combination Agreement
Business Combination [Line Items]
Market price per share (in Dollars per share) \| $ / shares			$ 20.00
Series A Preferred Stock
Business Combination [Line Items]
Shares issued (in Shares)				780
Series A Preferred Stock \| Mr. Michael Blitzer
Business Combination [Line Items]
Shares issued (in Shares)				130
Earnout shares \| Business Combination Agreement
Business Combination [Line Items]
Additional shares issued (in Shares)			5,050
Class A Ordinary Shares \| Forward Purchase Agreements
Business Combination [Line Items]
Shares issued (in Shares)	1,890
Floor price (in dollars per share) \| $ / shares	$ 4.00
Series A Cumulative Convertible Preferred Stock Subject To Possible Redemption
Business Combination [Line Items]
12% Series A Convertible Preferred Stock subject to possible redemption					12.00%	12.00%

Mezzanine and Stockholders’ Equity - Schedule of Conversion of Common Stock (Details) shares in Thousands	6 Months Ended
	Jun. 30, 2025 shares
Conversion of Stock [Line Items]
Total USAR Common Stock	1,900
USARE LLC Class B Common Warrants
Conversion of Stock [Line Items]
Total USAR Common Stock	1,521
USARE LLC Class C Convertible Preferred Warrants
Conversion of Stock [Line Items]
Total USAR Common Stock	379

Income Taxes (Details)	3 Months Ended		6 Months Ended
Income Taxes (Details)	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%	0.00%	0.00%

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2025

Earnings Per Share [Abstract]

Schedule of Loss Per Share Attributable to Holders of Common Stock

The following table sets forth the computation of the numerator and denominator for net loss per share attributable to holders of Common Stock.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(In thousands, except for per share amounts)
Numerator
Net loss attributable to common stockholders	$	(142,506)	$	(2,597)	$	(90,674)	$	(7,069)









Denominator




Weighted average shares outstanding - basic	92,769		59,425		91,598		59,319











Weighted average shares outstanding - diluted	92,769		59,425		91,598		59,319

Net loss per share attributable to common stockholders
Basic	$	(1.54)	$	(0.04)	$	(0.99)	$	(0.12)
Diluted	$	(1.54)	$	(0.04)	$	(0.99)	$	(0.12)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table presents categories of shares that are excluded from the diluted per share computation as their effect would be anti-dilutive.


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
	(Shares in thousands)
Preferred Stock	6,595	—	6,595	—
Series A warrants	6,130	—	6,130	—
Earnout shares	10,100	—	10,100	—
Investor warrants	18,369	—	18,369	—
USARE LLC Class B Convertible warrants	—	2	—	2

Common Stock warrants	10,714	—	10,714	—
Incentive units	—	8	—	8





Total	51,908	10	51,908	10

Segment Reporting (Details)	6 Months Ended
Segment Reporting (Details)	Jun. 30, 2025 segment
Segment Reporting [Abstract]
Number of reportable segments	1
Number of operating segments	1

Leases - Schedule of Remaining Lease Terms And Discount Rates (Details)	Jun. 30, 2025	Dec. 31, 2024
Finance Lease
Remaining lease term (years)	3 years 5 months 8 days
Discount rate	4.53%	0.00%
Operating Lease
Remaining lease term (years)	2 years 9 months	3 months 14 days
Discount rate	4.28%	8.76%

Mezzanine and Stockholders’ Equity (Tables)

6 Months Ended

Jun. 30, 2025

Equity [Abstract]

Schedule of Total Number of Shares Outstanding and Authority to Issue

The total number of shares outstanding as of June 30, 2025 and the total number of shares of all classes of stock that USAR has authority to issue is follows:


Class of Stock	Authorized	Par Value		Outstanding
	(In thousands, except par value)
Common Stock	750,000	$	0.0001	96,189
Preferred Stock	50,000	$	0.0001	3,714
Total authorized	800,000

Schedule of Warrants to Acquire Common stock

The following table presents the number of potential shares of Common Stock that outstanding warrant holders may acquire as of June 30, 2025.


	Balance Sheet Classification		Exercise Price	Potential Common Stock Shares Issuable Upon Exercise (1)
		(In thousands, except for exercise price)
Investor Public Warrants	Equity		$11.50	12,369
Investor Private Warrants	Equity		$11.50	6,000
Series A Warrants (2) (3)	Liability		$7.00	6,130
Common Stock warrants (3)	Liability		$7.00	10,714
Prefunded warrants (3)	Liability		$0.0001	2,164

Total Warrants				37,377

(1)Amount presented is net of exercises.

(3)See the follow ing section entitled “Private Investment in Public Entity Financing”.


	Common Stock Shares and Warrants Issued	Exercise Price
	(In thousands)
Common Stock shares	8,550
Common Stock warrants	10,714	$7.00
Prefunded warrants	2,164	$0.0001

Schedule of Activity Related to USARE LLC Warrants


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	3,000	$12.00	$0
Issuance of warrants - additional Class A Preferred	2,279
Conversion to Series A Preferred Investor Warrant	(5,279)
Outstanding as of June 30, 2025	—

The activity related to the USARE LLC warrants to acquire USARE LLC Class B common units as of January 1, 2025, and changes during the six months ended June 30, 2025 are summarized as follows:


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	8,315	$0.24	$16,000
Cashless exercise to class B Common Units	(8,315)
Outstanding as of June 30, 2025	—


	Units	Weighted Average Exercise Price	Intrinsic Value
	(In thousands, except for exercise price)
Outstanding as of January 1, 2025	1,949	$1.06	$1,956
Dividends	19	1.73
Cashless exercise to Common B Units	(1,968)
Outstanding as of June 30, 2025	—

Schedule of Conversion of Common Stock


			Shares
			(In thousands)
USARE LLC Class B Common Warrants			1,521
USARE LLC Class C Convertible Preferred Warrants			379
Total USAR Common Stock			1,900

Variable Interest Entity - Narrative (Details) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2025 USD ($) mineralRightsLease	Dec. 31, 2024 USD ($)	May 17, 2021
Variable Interest Entity [Line Items]
Percentage of reduced interest rate	(19.43%)
Number of mineral rights leases acquired \| mineralRightsLease	2
Mineral rights value \| $	$ 17.1	$ 17.1
Round Top Mountain Development, LLC
Variable Interest Entity [Line Items]
Percentage of reduced interest rate		80.57%
Round Top Mountain Development, LLC
Variable Interest Entity [Line Items]
Equity interest percentage			80.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details