SEC Comment Letter 0000000000-26-001311 to USA Rare Earth, Inc. (USAR)
USA Rare Earth, Inc.
Date: Feb. 9, 2026 · CIK: 0001970622 · Accession: 0000000000-26-001311
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-293172
Letter
February 9, 2026 Barbara Humpton 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 February 3, 2026 File No. 333-293172 Dear Barbara Humpton: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Karina Dorin at 202-551-3763 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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February 9, 2026
Barbara Humpton
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 February 3, 2026
File No. 333-293172
Dear Barbara Humpton:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Karina Dorin at 202-551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation