v3.26.1
Other Financial Information
 12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Other Financial Information Other Financial InformationOther Financial InformationOther Financial Information
Inventories

Inventories are stated at the lower of weighted average cost or net realizable value.
December 31,
20252024
(In thousands)
Raw materials$16,532 $— 
Work-in-process772 — 
Finished goods1,231 — 
Total Inventories$18,535 $— 
Prepaids and Other Current Assets
December 31,
20252024
(In thousands)
Prepaid insurance$728 $— 
Engineering and consulting costs2,137 — 
Other286 378 
Total prepaids and other current assets$3,151 $378 
​
Property, Plant and Equipment, Net
December 31,
20252024
(In thousands)
Land$707 $707 
Land improvements403 403 
Buildings7,038 — 
Building improvements2,566 — 
Manufacturing equipment12,404 — 
Lab equipment3,724 500 
Leasehold improvements795 346 
Furniture & fixtures46 — 
Computer equipment13 — 
Construction in progress (1)
59,350 25,775 
Property, plant and equipment, gross87,046 27,731 
Less: Accumulated depreciation(1,640)(1,202)
Property, plant and equipment, net$85,406 $26,529 
Finance lease right-of-use assets$1,233 $— 
Less: Accumulated amortization(190)— 
Finance lease-right-of-use assets, net$1,043 $— 
Total property, plant and equipment, net$86,449 $26,529 
(1)Construction in progress includes building construction costs for the Company’s magnet processing plant of $30.3 million and equipment costs of $29.1 million at December 31, 2025. Construction in progress includes building construction costs for the Company’s magnet processing plant of $15.7 million and equipment costs of $10.0 million at December 31, 2024. Construction in progress assets are placed in service and depreciated upon completion of construction, installation, and certification.
The following table presents the depreciation expense related to the Company’s property, plant and equipment, and the amortization expense related to the Company’s finance lease right-of-use assets.
Year Ended December 31,
20252024
(In thousands)
Depreciation expense$573 $235 
Amortization expense190 — 
Total$763 $235 
Goodwill and Other Intangible Assets
Goodwill
Year Ended December 31,
20252024
(In thousands)
Balance, beginning of year$— $— 
IORM Acquisition
134,848 — 
Balance, end of year$134,848 $— 
Other Intangible Assets
December 31, 2025
Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
(In thousands)
Trade name$7,245 $(60)$7,185 
Customer relationships11,856 (74)11,782 
Supplier relationships33,986 (425)33,561 
Know-how16,203 (119)16,084 
Total other intangible assets$69,290 $(678)$68,612 

There were no other intangible assets at December 31, 2024.
The following table presents the amortization expense related to the Company’s other intangible assets.
Year Ended December 31, 2025
(In thousands)
Trade name$60 
Customer relationships74 
Supplier relationships425 
Know-how119 
Total amortization of other intangible assets$678 
Amortization of Intangible Assets

The annual expected amortization expense of finite-lived intangible assets subject to amortization as of December 31, 2025 were as follows.
Fiscal YearFinite-lived Intangible Assets
(In thousands)
2026$5,428 
20275,428 
20285,428 
20295,428 
20305,428 
2031 and thereafter41,472 
Total future other intangible asset amortization$68,612 
Accrued Liabilities
December 31,
20252024
(In thousands)
Payroll and related employee taxes$2,659 $1,908 
Construction in progress
6,302 323 
Legal
1,668 99 
Asset retirement obligation (1)
700 — 
Other (2)
2,744 741 
Total accrued liabilities$14,073 $3,071 
(1)The Company recorded certain Asset Retirement Obligations (“ARO”), in connection with the Company’s obligation to return its Cheshire, U.K. building to its “original condition,” as defined in the lease agreements. The building lease will expire in November 2026 and the estimated cost is expected to be paid at lease expiration.
(2)See Note 6, “Commitments and Contingencies – Kelley Complaint,” for additional information regarding.
The following table presents the ARO activities.
December 31,
20252024
(In thousands)
Beginning balance$— $— 
Obligations arising from the IORM Acquisition605 — 
Accretion82 — 
Foreign currency translation13 — 
Ending balance$700 $— 
Contract Liabilities

The Company records contract liabilities, which consist of customer deposits and deferred revenue, when cash payments are received in advance of the Company’s performance. The following table presents the change in contract liability balances during the reported period.
December 31,
20252024
(In thousands)
Contract liabilities, beginning of year$— $— 
Customer deposits10,341 — 
Revenue recognized(21)— 
Cash received, excluding amounts recognized as revenue during the year23 — 
Translation adjustments157 — 
Contract liabilities, end of year$10,500 $— 
Notes Payable
December 31,
20252024
(In thousands)
Hatch Note$— $831 
Barclays Trade Loan1,849 — 
Total notes payable$1,849 $831 
Hatch Note

On July 28, 2023, USARE LLC and Hatch LTD (“Hatch”) entered into an unsecured $1.0 million Senior Convertible Promissory Note agreement (the “Hatch Note”) with a 10% interest rate. The Hatch Note had an original maturity date of July 28, 2025, when the principal plus accrued interest of $0.2 million would become due, barring earlier conversion under certain events. A side letter and memorandum of understanding, signed contemporaneously with the Hatch Note, provided for potential issuances of an aggregate amount of $4.0 million in additional notes in two (2) tranches, the option of which expired unexercised, one year after the Hatch Note. The effective interest rate of the Hatch Note at inception was 44.875%.

On February 26, 2025, USARE LLC and Hatch entered into a Letter Agreement to settle the Hatch Note in full by issuing approximately 0.68 million shares of USARE LLC Class A common units to Hatch, contingent upon success of the Merger. The Letter Agreement effectively modified the conversion terms by changing the type and number of shares in which the Hatch Note would be converted. On February 26, 2025, the Company accounted for the modification in terms by adjusting the December 31, 2024 valuation for the change to fair value of the derivative liability. A gain on the derivative liability of $0.7 million was recognized during the three months ended March 31, 2025.

The Hatch Note was settled as of the Closing Date of the Merger and accounted for as an extinguishment. The Company did not fair value the derivative immediately before extinguishment due to the relative proximity of the date of the Hatch Note’s modification to the Closing Date of the Merger. The fair value of the USARE LLC Class A common units issued to Hatch was calculated using the closing common stock price on March 13, 2025, adjusted for the conversion ratio used to convert USARE LLC Class A common units to Common Stock at the Merger. The Company recognized a loss on extinguishment of $11 thousand.

Upon closing of the Merger, the Hatch’s 0.68 million USARE LLC Class A common units converted into 0.14 million shares of Common Stock. The following table presents the interest expense recognized on the Hatch Note for the periods indicated. For 2025, the amount of interest expense was recognized through the extinguishment of the Hatch Note.
December 31,
20252024
(In thousands)
Amortization of the Hatch Note discount$54 $211 
Barclays Trade Cycle Loan

During the year ended December 31, 2025, as part of the acquisition of IORM and its subsidiary, Less Common Metals, on November 18, 2025, the Company recorded the fair value of Less Common Metals’ outstanding loan obligation of $1.5 million. On November 22, 2019, Less Common Metals entered into a Trade Cycle Loan Facility (the “Loan Facility”) with Barclays Bank PLC (“Barclays”) to finance Less Common Metals’ working capital requirements. The Loan Facility amount of £1.5 million allowed Less Common Metals to draw in minimum increments of £10 thousand up the to maximum available Loan Facility value. Loan amounts drawn accrues interest based on a Reference Rate Basis + 2.5%, which is expensed as incurred and paid to the Barclays upon maturity. In addition, Less Common Metals incurs immaterial quarterly management fees, fees for each draw down incident, and certain other fees. Monthly, Less Common Metals must comply with certain financial covenants and disclosures. As of December 31, 2025, the outstanding loan amount was $1.8 million and during the year ended December 31, 2025, the Company incurred interest expense of $10 thousand on the aggregate amount drawn.