Rare Earths Americas, Inc. (“REA”, the “Company”, “we”, or “our”) was initially incorporated in February 2025 under the laws of the Cayman Islands as Rare Earths Americas Ltd. On October 15, 2025, the Company completed a redomestication, through the filing of a certificate of conversion in the state of Texas, resulting in the Company becoming a Texas corporation and the Company's name changed to Rare Earths Americas, Inc.

The Company is an exploration-stage mining company engaged in the acquisition, exploration, and development of mineral resource projects in the United States and Brazil. The Company's principal activities consist of advancing rare earth and mineral resource projects and evaluating related development opportunities. The Company has not generated revenues from mining operations.

The Company operates in two reportable segments, United States Mining Operations and Brazil Mining Operations, based on the geographic location of its operations and internal management reporting (See Note 13 – Segment Reporting).

Initial Public Offering

The Company completed its initial public offering (the “Offering”) of 3,333,331 shares of common stock at an initial public offering price of $19.00 per share, for gross proceeds of approximately $63,333. The Offering closed on May 7, 2026, and the Company received net proceeds of approximately $58,900 before offering expenses, after deducting underwriting discounts and commissions. In connection with the Offering, the Company’s common stock began trading on the NYSE American LLC under the symbol “REA.” The Company granted the underwriters a 30‑day option to purchase additional shares of common stock and the underwriters exercised a portion of the over‑allotment option to purchase 299,789 additional shares, which settled on May 14, 2026 for net proceeds of $5,297.

In connection with the Offering, all outstanding Simple Agreements for Future Equity ("SAFE") automatically converted into 1,037,100 shares of common stock, and the Company's convertible related-party loan with Brazil Royalty Corp Participacoes E Investments Ltda. (“BRC”) converted into 201,807 shares of common stock at a fixed conversion price of $6.55 per share, resulting in $19,705 and $1,322 respectively, recorded to additional paid-in capital. Refer to Note 10 – Debt for additional information. The Company also issued 19,052 shares of common stock to satisfy a share-settled installment under the Greenfield Agreement triggered by the Offering.

In connection with the Offering, the Company recognized $5,327 of stock-based compensation expense associated with RSUs subject to a liquidity-event performance-based vesting condition which was satisfied in connection with the Offering. Concurrently with the Offering, the Company issued 57,370 shares of common stock upon settlement of such RSUs. To meet the related tax withholding requirements for the net settlement of the vested RSUs, the Company withheld 7,154 shares underlying such equity awards, resulting in net issuance of 50,216 shares of common stock. Refer to Note 8 – Stock-Based Compensation for additional information.

Prior to the Offering, deferred offering costs, which consisted of accounting, legal and other fees directly associated with the Offering, were capitalized on the consolidated balance sheets. In connection with the Offering, $4,243 of deferred offering costs were reclassified to stockholders' equity as a reduction of net proceeds received from the offering.