1. It's like a **specialized private equity firm** (such as KKR or Blackstone) that raises money with the specific goal of buying just one private company to take it public.
2. Think of it as a **'blank check' investment fund** (similar to a venture capital fund like Sequoia Capital) solely designed to acquire a single private business and bring it to the public stock market.
3. It's a publicly traded **'shell' company** (like a placeholder for future acquisitions, similar to a publicly listed holding company) that's ready to merge with a private business to quickly make that business public.

• Facilitating Business Combinations: USAR operates as a Special Purpose Acquisition Company (SPAC) formed to acquire or merge with an existing private operating business, bringing it public.

USA Rare Earth (USAR) is a blank check company, also known as a Special Purpose Acquisition Company (SPAC). As described, it was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, or similar business combination with one or more businesses. It has not yet selected any specific business combination target and has not engaged in substantive discussions with any target.

Therefore, USA Rare Earth (USAR) does not currently have any major customers because it is not yet operating an active business that sells products or services. Its primary function at this stage is to identify and acquire a private operating company.

Barbara Humpton, Chief Executive Officer

Barbara Humpton was appointed Chief Executive Officer of USA Rare Earth, Inc., effective October 1, 2025, with a focus on securing the supply chain of rare earth elements from mining to magnet-making. Prior to joining USA Rare Earth, she served as president and CEO of Siemens USA from 2018 through 2025, leading operations across electrification, automation, and digitalization. She also held the position of President and CEO of Siemens Government Technologies. Her earlier career included senior vice president roles at Booz Allen Hamilton and Lockheed Martin Corporation, where she managed programs related to homeland security, biometrics, border and transportation security, and critical infrastructure protection. Humpton is a graduate of Wake Forest University with a bachelor's degree in mathematics. She currently chairs the Center for Strategic and Budgetary Assessments (CSBA), is Vice Chair of Chief Executives for Corporate Purpose (CECP), and serves on the board of the Federal Reserve Bank of Richmond and the Economic Club of Washington, D.C.

W. Robert “Rob” Steele, Chief Financial Officer

W. Robert “Rob” Steele was appointed Chief Financial Officer of USA Rare Earth, effective March 24, 2025. He brings over 30 years of experience in finance and investment banking, with a strong background in working with high-growth, disruptive companies. Throughout his career in both private and public markets, Steele has led over $28 billion in capital raises and M&A transactions. Before joining USA Rare Earth, he served as Global Chief Financial Officer at Mujin Corp., an industrial robotics software company. Prior to that, Steele was a Managing Director at Bank of America Securities, where he was responsible for public and private equity, debt, and M&A transactions. He began his career as an accountant at Ernst & Young in audit and litigation consulting. Steele holds an MBA from UCLA Anderson School of Management and a BA in Business Economics from UC Santa Barbara.

Valerie Ford Jacob, Chief Legal Officer

Valerie Ford Jacob was appointed Chief Legal Officer of USA Rare Earth, effective March 9, 2026, where she oversees all legal, regulatory, compliance, and corporate policy matters. She joined the company from Freshfields US LLP, where she served as a partner and co-head of both the Financial Institutions Group and Global Capital Markets for 10 years. Previously, Jacob was Chairperson and Senior Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. She holds a B.S. from Boston University and a J.D. from Cornell Law School. Jacob is also a member of The Committee of 200 (C200), an organization for leading women executives.

Gregory Bowman, Chief Global Policy Officer and Head of External Relations

Gregory Bowman was appointed Chief Global Policy Officer and Head of External Relations for USA Rare Earth, effective March 9, 2026, where he leads public policy, corporate affairs, government relations, and strategic communications. He brings decades of experience in national security policy, legislation, global strategy, and complex infrastructure programs. Prior to joining USA Rare Earth, Bowman held senior leadership roles at Siemens Government Technologies, including Chief Corporate Strategy Officer and Senior Vice President of National Security Solutions. He also spent over 25 years in senior leadership and legal roles in the U.S. Army. Bowman holds a J.D. from the University of Virginia School of Law, a master's degree from the U.S. Army Command and General Staff College, and an LL.M. from the Judge Advocate General’s Legal Center and School. He previously served on the U.S. Army Science Board and the U.S. Department of Defense Business Board.

J.B. Lowe, Vice President, Head of Investor Relations

J.B. Lowe was appointed Vice President, Head of Investor Relations for USA Rare Earth, effective March 9, 2026. In this role, he leads strategic engagement with the financial community and serves as the primary liaison between USA Rare Earth's leadership, analysts, and global shareholders. Lowe brings more than 15 years of capital markets experience from both the buy- and sell-side. Most recently, he served as Head of Investor Relations at SolarEdge Technologies, Inc. Before that, he worked as an equity research analyst at Citi, Bank of America Merrill Lynch, and TD Cowen, covering the oil and gas and cleantech sectors. Lowe holds a B.A. in political science from Duke University.

• Intensified Competition for Acquisition Targets: The market for identifying and acquiring high-growth private companies is highly competitive, with numerous other SPACs, traditional IPOs, direct listings, and private equity firms vying for the same attractive businesses. This proliferation of competitors and alternative funding mechanisms can make it increasingly difficult for USAR to secure a desirable merger partner on favorable terms.
• Increased Regulatory Scrutiny and Compliance Burdens: The SPAC industry has faced heightened scrutiny from regulatory bodies, particularly the U.S. Securities and Exchange Commission (SEC). This evolving regulatory landscape can lead to more stringent rules, increased compliance costs, and potential delays in the de-SPAC process, making the SPAC structure less appealing to both investors and target companies.
• Elevated Investor Redemption Rates and Capital Uncertainty: A cooling SPAC market and general investor skepticism, often fueled by the post-merger performance of previously de-SPACed companies, can lead to higher redemption rates. If a significant number of investors choose to redeem their shares prior to a business combination, it reduces the capital available to complete an acquisition, potentially jeopardizing deals or forcing the SPAC to seek additional, potentially dilutive, financing.

Share Issuance

• In January 2026, USA Rare Earth completed a $1.5 billion private placement (PIPE) by issuing 69,767,442 shares of common stock at $21.50 per share to Inflection Point and other investors.
• In January 2026, the company agreed to issue 16.1 million common shares and approximately 17.6 million warrants to the U.S. Department of Commerce as part of a $1.6 billion funding package.
• In March 2026, USA Rare Earth agreed to issue approximately 3.8 million shares of common stock, valued at over $73 million, to acquire Texas Mineral Resources Corporation, securing full control of the Round Top Project.

Inbound Investments

• In January 2026, USA Rare Earth entered into a non-binding letter of intent with the U.S. Department of Commerce for a $1.6 billion funding package, comprising $277 million in federal funding and $1.3 billion in a senior secured loan, resulting in the U.S. government taking a 10% equity stake.
• In January 2026, the company closed a $1.5 billion PIPE transaction with Inflection Point and other strategic investors.
• In March 2025, USA Rare Earth completed its business combination with an additional $8 million upsize to the PIPE, bringing the total pre-funded PIPE investment to nearly $50 million from affiliates of Inflection Point Acquisition Corp. II and other investors.

Outbound Investments

• In March 2026, USA Rare Earth made an all-stock acquisition of Texas Mineral Resources Corporation, valued at over $73 million for 3,823,328 shares of common stock, to gain 100% control of the Round Top rare earth and critical minerals project.
• In November 2025, the company acquired Less Common Metals Ltd. (LCM), a UK-based producer of rare earth metals and alloys, for $100 million in cash and 6.54 million shares.

Capital Expenditures

• USA Rare Earth plans to use the $3.1 billion in capital raised in January 2026 to accelerate the build-out of its mine-to-magnet value chain, focusing on the development and expansion of mining, processing, metal-making, and magnet manufacturing capabilities.
• The company is expanding its magnet manufacturing facility in Stillwater, Oklahoma, which is expected to be operational in early 2026 with an initial production capacity of 600 metric tons per annum (tpa), planned to scale up to 4,800 tpa.
• USA Rare Earth is developing the Round Top rare earth and critical minerals project in Texas, with projections to extract 40,000 metric tons per day of feedstock and process 8,000 tpa of materials by 2030, while also aiming to reshore 10,000 tpa of heavy rare earth metal- and alloy-making capacity.