SecProbe.io

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 June 10, 2025

Joshua Ballard
Chief Executive Officer
USA Rare Earth, Inc.
100 W Airport Road
Stillwater, OK 74075

 Re: USA Rare Earth, Inc.
 Registration Statement on Form S-1
 Filed May 20, 2025
 File No. 333-287410
Dear Joshua Ballard:

 We have conducted a limited review of your registration statement and
have the
following comments.

 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.

Registration Statement on Form S-1
General

1. With respect to a portion of the securities being registered on this
registration
 statement, we note that you are registering the primary issuance of your
common
 stock upon the exercise of outstanding, privately placed warrants.
Please provide your
 analysis as to why you believe you are eligible to register the primary
issuance of the
 underlying common stock to private placement purchasers as these shares
appear to
 have been offered privately. Alternatively, please revise to clarify, if
true, that any
 "primary issuance" of your common stock would be exclusively to third
parties which
 did not purchase the privately placed warrants from you in prior private
placements.
 For guidance, refer to Securities Act Sections Compliance and Disclosure
 Interpretations 103.04, 134.02 and 239.15.
 June 10, 2025
Page 2
2. We note that you are issuing up to 69,850,213 shares of common stock
issuable upon
 the conversion of 4,103,472 shares of 12% Series A Cumulative
Convertible Preferred
 Stock, with a current conversion price of $7.00 and the conversion price
of the Series
 A Preferred Stock of $1.00.
 Note No. 2 to your Filing Fee Tables provides that the total number
of shares of
 common stock underlying such shares of Series A Preferred Stock is
69,850,213,
 of which 55,570,752 shares were registered on your Registration
Statement on
 Form S-4. Thus, you appear to be newly registering 14,279,461 shares
of common
 stock, issuable upon the conversion of 4,103,472 shares of Series A
Preferred
 Stock.

 Additionally, you are issuing up to 53,941,176 shares of common stock
that are
 issuable upon the exercise of Preferred Investor Warrants at an exercise
price of $1.00
 per share.
 Note No. 3 to your Filing Fee Tables provides that 4,495,098 of
those shares were
 registered on the Registration Statement on Form S-4. Thus, you
appear to be
 newly registering 49,446,078 shares of common stock issuable by the
Company
 upon the exercise of certain Preferred Investor Warrants.

 You provide that as of May 19, 2025 you have 90,836,776 shares of Common
Stock
 issued and outstanding prior to this offering. Accordingly, you appear
to be registering
 what would represent approximately 70.2% of the Company's issued and
outstanding
 common stock as of that date. Please explain if you believe your
stockholders
 approved the issuance of such shares as part of your de-SPAC, or clarify
why you do
 not believe you are required to receive stockholder approval for the
issuance of the
 aforementioned shares under Nasdaq Listing Rules. Please also revise to
include a risk
 factor detailing the possible dilutive and market-price impacts of
issuing the shares
 registered under this registration statement.

 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at
202-551-3271
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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