v3.26.1
Income Taxes
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Loss Before Taxes

The domestic and foreign components of Loss before taxes were as follows:
December 31,
20252024
(In thousands)
Domestic
$(298,048)$(16,392)
Foreign
(636)— 
Loss before taxes$(298,684)$(16,392)
Benefit From Taxes

The component of benefit from taxes were as follows:
December 31,
20252024
(In thousands)
Current:
Foreign$2 $— 
Deferred:
Foreign$(162)$— 
Benefit from taxes$(160)$— 

For the year ended December 31, 2025, there were no current federal, state or foreign tax benefits, and there were no deferred federal and state tax benefits. The foreign benefit is primarily driven by the amortization of the identifiable intangible assets accounted for in purchase accounting and net operating loss of the foreign entity. For the year ended December 31, 2024, there were no current or deferred federal, state or foreign tax benefits.

Previously, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminated the ability to deduct research and development (“R&D”) expenditures in the year incurred, requiring capitalization and amortization under Internal Revenue Code Section 174. On July 4, 2025, the One Big Beautiful Bill Act of 2025 (“OBBBA”) was signed into law, which includes broad tax reform provisions that extend and modify key elements of the TCJA. Notably, the new legislation now allows an option for the immediate expensing of domestic R&D expenditures, beginning with fiscal year 2025. The legislation also includes modifications to international tax provisions, including changes to the Global Intangible Low-Taxed Income regime and enhancements to the Foreign-Derived Intangible Income deduction. The provisions of the Act effective in 2025 were not material and have been reflected in our results, as applicable.

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, which contained, among other things, a corporate alternative minimum tax (“CAMT”) of 15% on corporations with three-year average annual adjusted financial statement income (“AFSI”) exceeding $1.00 billion. The CAMT became effective for the Company beginning with fiscal year 2024. The Company was not subject to CAMT in fiscal year 2024 and does not expect to be subject to CAMT for fiscal year 2025 as its average annual AFSI did not exceed $1.00 billion for the preceding three-year period.
The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (also known as “Pillar Two”) and many countries have incorporated Pillar Two model rule concepts into their domestic laws. Pillar Two legislation is effective for the Company for the year ended December 31, 2025. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar Two slightly differently than the model rules and on different timelines. For the year ended December 31, 2025, there was no impact of Pillar Two on the Company’s Consolidated Financial Statements.
Deferred Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amount of assets and liabilities and their respective tax basis using enacted rates in effect for the year in which the differences are expected to reverse. Significant deferred tax assets and liabilities consist of the following:
December 31,
20252024
(In thousands)
Deferred tax assets:
Reserves$96 $— 
Accrued expenses398 385 
Other deferred197 340 
Lease liability196 3 
Deferred revenue1,839 1,722 
Intangible assets— 139 
Stock compensation1,321 — 
Net operating losses16,373 2,828 
Deferred tax assets
20,420 5,417 
Valuation allowance(16,103)(4,480)
Deferred tax assets, net4,317 937 
Deferred tax liabilities:
Investment in Round Top Mountain(981)(703)
Fixed assets(2,770)(234)
Right-of-use asset(276)— 
Intangible assets(17,005)— 
Deferred tax liabilities
(21,032)(937)
Deferred tax liabilities, net
$(16,715)$— 

The deferred tax liabilities recorded in purchase accounting is related to the acquisition of IORM on November 18, 2025. For U.S. federal income tax purposes, the Company made an election under Section 338(g) of the Internal Revenue Code to treat the transaction as an asset acquisition. See Note 2, “Merger Transaction and Acquisition - Acquisition of Indian Ocean Rare Earth Metals Pte. Ltd.,” for further discussion of the IORM acquisition.

As part of the purchase accounting, the Company recognized identifiable intangible assets at fair value, which resulted in differences between the financial reporting basis of these assets and their corresponding tax basis. These differences gave rise to a deferred tax liability, which primarily relates to the purchase accounting adjustments associated with the recognized intangible assets.

The Company continually evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectation of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

As of December 31, 2025, based on the Company’s history of earnings and its assessment of future earnings, management believes that it is not more likely than not that future taxable income will be sufficient to realize the deferred tax assets. Therefore, a full valuation allowance has been applied to the Company’s U.S. deferred tax assets. The Company’s foreign deferred tax assets are expected to be realized through the reversal of related deferred tax liabilities and, as such, have been offset by the deferred tax liabilities recorded in the applicable foreign jurisdiction.
The Company’s policy is to indefinitely reinvest the undistributed earnings of its foreign subsidiaries. Accordingly, no provision for federal income taxes has been made on the accumulated earnings of its foreign subsidiaries.
Effective Tax Rate

Reconciliation of the U.S. Federal statutory rate to the Company’s effective tax rate is as follows:
December 31,
20252024
(In thousands, except percent)
U.S. Federal statutory amount and rate$(62,714)21 %$(3,394)21 %
State and local income taxes, less federal income tax benefit (1)
— — — — 
United Kingdom(25)— — — 
Changes in valuation allowances9,138 (3)2,671 (17)
Mark-to-market of warrants and earnouts51,371 (17)— — 
Nondeductible/nontaxable items1,795 (1)390 (2)
Minority share/partnership filing period— — 333 (2)
Other275 — — — 
Effective tax amount and rate (2)
$(160)— %$— — %
(1)For the year ended December 31, 2025, state taxes that made up the majority (greater than 50 percent) of the tax effect in this category were Colorado, Florida and Oklahoma.
Carryforwards

As of December 31, 2025, the Company had varying amounts of federal, state and foreign net operating loss (“NOL”) carryforwards that do not expire or, if not used, expire in various years. Following is a summary of NOL carryforwards and the related expiration dates by jurisdiction:
JurisdictionNOL/Tax Credit Carryforward AmountExpiration
(In thousands)(year)
Domestic
Federal NOL (1)
$53,953 Indefinite
State NOL
39,683 2045
State NOL
28,359 Indefinite
​
Foreign
United Kingdom
$10,851 Indefinite
(1)The U.S. Federal net operating loss carryforwards for income tax purposes are carry forward indefinitely and are subject to an annual limitation of 80% of taxable income.

The utilization of the Company’s net operating losses may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions should the Company experience a cumulative shift in ownership exceeding 50% over a 3-year period. To date no such ownership shift has occurred; however should IRC 382 be applicable, such limitations may result in a reduction of the amount of net operating loss carryforwards in future years and possibly the expiration of certain net operating loss carryforwards before their utilization.
Changes in Valuation Allowances

The Company maintains a valuation allowance against certain deferred tax assets for which the ultimate realization of future benefits is uncertain. The valuation allowance primarily relates to foreign tax credits and certain state interest expense carryforwards and other deferred tax assets.
December 31,
20252024
(In thousands)
Valuation Allowance at Beginning of year$(4,480)$(1,809)
Additions charged to income tax benefit(11,623)(2,671)
Valuation Allowance at End of Year$(16,103)$(4,480)
Uncertain Tax Positions

The Company had no uncertain tax positions as of December 31, 2025 and 2024. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.
The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision in in its Consolidated Statements of Operations and Comprehensive Loss and include accrued interest and penalties with the related income tax liability on our consolidated balance sheet. To date, the Company has not recognized any interest and penalties, nor has it accrued for or made payments for interest and penalties.

The Company is subject to taxation in the U.S., various state, and foreign jurisdictions. As of December 31, 2025, the Company’s tax returns remain open to examination by the tax authorities for tax years 2024 and thereafter. The Company is not currently under examination by any tax jurisdictions.