SEC Comment Letter 0000000000-25-003767 to USA Rare Earth, Inc. (USAR)
USA Rare Earth, Inc.
Date: April 8, 2025 · CIK: 0001970622 · Accession: 0000000000-25-003767
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283181
Letter
Re: USA Rare Earth, Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-4 Filed March 24, 2025 File No. 333-283181 Dear Joshua Ballard and Joshua Ballard:
April 8, 2025
Joshua Ballard Chief Executive Officer USA Rare Earth, Inc. 100 W Airport Road Stillwater, OK 74075
Joshua Ballard Chief Executive Officer USA Rare Earth, LLC 100 W Airport Road Stillwater, Oklahoma 74075
We have reviewed your post-effective amendment and have the following comment(s).
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form S-4 filed March 24, Exhibits
1. Please obtain and file an updated legality opinion that opines as to the securities of the successor Delaware corporation, USA Rare Earth, Inc. or New USARE. Refer generally to Securities Act Rule 414(d). April 8, 2025 Page 2
General
2. Please update your registration statement to include audited financial statements for the fiscal year ended December 31, 2024 and revise your disclosure to reflect any material changes. April 8, 2025 Page 3
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Liz Packebusch at 202-551-8749 or Daniel Morris at 202-551-3314 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 8, 2025 Joshua Ballard Chief Executive Officer USA Rare Earth, Inc. 100 W Airport Road Stillwater, OK 74075 Joshua Ballard Chief Executive Officer USA Rare Earth, LLC 100 W Airport Road Stillwater, Oklahoma 74075 Re: USA Rare Earth, Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-4 Filed March 24, 2025 File No. 333-283181 Dear Joshua Ballard and Joshua Ballard: We have reviewed your post-effective amendment and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Post-Effective Amendment No. 1 to Registration Statement on Form S-4 filed March 24, 2025 Exhibits 1. Please obtain and file an updated legality opinion that opines as to the securities of the successor Delaware corporation, USA Rare Earth, Inc. or New USARE. Refer generally to Securities Act Rule 414(d). April 8, 2025 Page 2 General 2. Please update your registration statement to include audited financial statements for the fiscal year ended December 31, 2024 and revise your disclosure to reflect any material changes. April 8, 2025 Page 3 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Liz Packebusch at 202-551-8749 or Daniel Morris at 202-551-3314 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation </TEXT> </DOCUMENT>