FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Scolaro Francesco

(Last) (First) (Middle)
AVENIDA PAULISTA, 1765, 7TH FLOOR

(Street)
SAO PAULO 0311-930

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2026
3. Issuer Name and Ticker or Trading Symbol
IMC Rare Earths Ltd [ IMC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 70,000,000
I
Held by International Mineral Corporation Holdings Ltd
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 05/15/2026 05/15/2031 Ordinary Shares 21,028,800 (1) I Held by Americas Rare Earth Holdings Ltd
Explanation of Responses:
1. The Warrants shall be issued in the tranches and subscription prices as follows: (a) 5% of IMC Rare Earths LTD's (the "Company") fully diluted capitalization as of immediately prior to the consummation of the Company's initial public offering (Offering) at a subscription price equal to 110% of the Offering price; (b) 5% of the Company's fully diluted capitalization as of immediately prior to the consummation of the Offering at a subscription price equal to 120% of the Offering price; (c) 5% of the Company's fully diluted capitalization as of immediately prior to the consummation of the Offering at a subscription price equal to 130% of the Offering price; and (d) 5% of Company's fully diluted capitalization as of immediately prior to the consummation of the Offering at a subscription price equal to 140% of the Offering price.
/s/ Francesco Scolaro 07/28/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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