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CORRESP Filing

USA Rare Earth, Inc.
Date: July 1, 2025 · CIK: 0001970622 · Accession: 0001213900-25-060362

Offering / Registration Process

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File numbers found in text: 333-287411

Date
July 1, 2025
Author
/s/ Joshua Ballard
Form
CORRESP
Company
USA Rare Earth, Inc.

Letter

VIA EDGAR Division of Corporation Finance Office of Energy and Transportation Re: USA Rare Earth, Inc. Registration Statement on Form S-1 Filed May 20, 2025, as amended File No. 333-287411

Dear Mr. Purcell and Mr. Dougherty:

Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, USA Rare Earth, Inc. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on July 2, 2025, or as soon thereafter as practicable.

Please call Joel Rubinstein of White & Case LLP at (212) 819-7642 to provide notice of the effectiveness of the Registration Statement.

[ Signature Page Follows ]

Very truly yours,
By:
/s/ Joshua Ballard

Show Raw Text
CORRESP
 1
 filename1.htm

 USA Rare Earth, Inc.

 100 W Airport Road

 Stillwater, OK 74075

 July 1, 2025

 VIA EDGAR

 Michael Purcell and Kevin Dougherty

 Division of Corporation Finance

 Office of Energy and Transportation

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-3233

 Re:
 USA Rare Earth, Inc.

 Registration Statement on Form S-1

 Filed May 20, 2025, as amended

 File No. 333-287411

 Dear Mr. Purcell and Mr. Dougherty:

 Pursuant to Rule 461 of the rules
and regulations promulgated under the Securities Act of 1933, as amended, USA Rare Earth, Inc. respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on
July 2, 2025, or as soon thereafter as practicable.

 Please call Joel Rubinstein of
White & Case LLP at (212) 819-7642 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 By:
 /s/ Joshua Ballard

 Name:
 Joshua Ballard

 Title:
 Chief Executive Officer

 cc: Joel Rubinstein, White & Case LLP

 [ Signature Page to Acceleration Request ]