CORRESP Filing
USA Rare Earth, Inc.
Date: June 16, 2025 · CIK: 0001970622 · Accession: 0001213900-25-054844
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287410, 333-287411
Referenced dates: June 10, 2025
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation Re: USA Rare Earth, Inc. Registration Statement on Form S-1 Filed May 20, 2025 File No. 333-287411
Dear Mr. Purcell / Mr. Dougherty:
On behalf of USA Rare Earth, Inc. (the " Registrant "), we are writing to submit the Registrant's responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Staff ") contained in the Staff's letter dated June 10, 2025 (the " Comment Letter "), with respect to the above-referenced Registration Statement on Form S-1, filed on May 20, 2025 (the " Registration Statement ").
The Registrant has filed via EDGAR Amendment No. 1 to the Registration Statement (the " Amendment No. 1 "), which reflects the Registrant's responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Registrant's response. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1.
Registration Statement on Form S-1 filed May 20, 2025
Risk Factors
Risks Relates to the Offering by the Selling Stockholder, page 30
1. We note your Risk Factor "Sales of a substantial number of our securities in the public market by the Selling Stockholder..." and request you expand your disclosure to reflect the number of shares being registered for sale/resale in the Registration Statement on Form S-1 (File No. 333-287410), filed on May 20, 2025, as well as any related risks from the concurrent offerings.
Response: In response to the Staff's comment, the Registrant has revised the disclosure on pages 30-33 of Amendment No. 1.
General
2. Please note we cannot take this filing effective until the Required Approval for issuance of more than 20% of the shares of common stock outstanding is obtained.
Response: The Registrant acknowledges the Staff's comment.
United States Securities and Exchange Commission
June 16, 2025
Please do not hesitate to contact Joel Rubinstein at (212) 819-7642 of White & Case LLP with any questions or comments regarding this letter.
Sincerely,
/s/ White & Case LLP
Show Raw Text
CORRESP 1 filename1.htm June 16, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn: Michael Purcell and Kevin Dougherty Re: USA Rare Earth, Inc. Registration Statement on Form S-1 Filed May 20, 2025 File No. 333-287411 Dear Mr. Purcell / Mr. Dougherty: On behalf of USA Rare Earth, Inc. (the " Registrant "), we are writing to submit the Registrant's responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Staff ") contained in the Staff's letter dated June 10, 2025 (the " Comment Letter "), with respect to the above-referenced Registration Statement on Form S-1, filed on May 20, 2025 (the " Registration Statement "). The Registrant has filed via EDGAR Amendment No. 1 to the Registration Statement (the " Amendment No. 1 "), which reflects the Registrant's responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Registrant's response. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1. Registration Statement on Form S-1 filed May 20, 2025 Risk Factors Risks Relates to the Offering by the Selling Stockholder, page 30 1. We note your Risk Factor "Sales of a substantial number of our securities in the public market by the Selling Stockholder..." and request you expand your disclosure to reflect the number of shares being registered for sale/resale in the Registration Statement on Form S-1 (File No. 333-287410), filed on May 20, 2025, as well as any related risks from the concurrent offerings. Response: In response to the Staff's comment, the Registrant has revised the disclosure on pages 30-33 of Amendment No. 1. General 2. Please note we cannot take this filing effective until the Required Approval for issuance of more than 20% of the shares of common stock outstanding is obtained. Response: The Registrant acknowledges the Staff's comment. United States Securities and Exchange Commission June 16, 2025 Please do not hesitate to contact Joel Rubinstein at (212) 819-7642 of White & Case LLP with any questions or comments regarding this letter. Sincerely, /s/ White & Case LLP White & Case LLP cc: Joshua Ballard, Chief Executive Officer of USA Rare Earth, Inc and USA Rare Earth, LLC