This report on Schedule 13G is being filed by (i) Newtyn Management, LLC, a New York limited liability company ("Newtyn Management"), and (ii) Newtyn TE Partners, LP, a Delaware limited partnership ("NTE", and collectively with Newtyn Management, the "Reporting Persons"). Newtyn Management is the investment manager to NTE and Newtyn Partners, LP, a Delaware limited partnership ("NP"). As of June 30, 2025, NTE held 154,374 shares of Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), convertible into 274,386 shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of USA Rare Earth, Inc. (the "Issuer") and NP held 95,626 shares of Series A Preferred Stock convertible into 169,967 shares of Common Stock of the Issuer. Newtyn Management, as the investment manager to NTE and NP, may be deemed to beneficially own these securities. Accordingly, as of June 30, 2025, Newtyn Management may be deemed to beneficially own the 250,000 shares of Series A Preferred Stock convertible into 444,353 shares of Common Stock of the Issuer held in the aggregate by NTE and NP. Beneficial ownership percentages are based upon 94,704,077 shares of Common Stock of the Issuer issued and outstanding as of June 13, 2025, based on information reported by the Issuer in its Rule 424(b)(3) Prospectus filed with the Securities and Exchange Commission on July 2, 2025. As of June 30, 2025, NTE held 648,250 Preferred Investor Warrants to purchase up to 648,250 shares of Common Stock of the Issuer and NP held 402,171 Preferred Investor Warrants to purchase up to 402,171 shares of Common Stock of the Issuer. The exercise of the Preferred Investor Warrants was subject to the registration of the underlying shares of Common Stock pursuant to an effective registration statement. As of June 30, 2025, the Preferred Investor Warrants were not exercisable as the underlying shares of Common Stock were not registered pursuant to an effective registration statement. As a result, the Reporting Persons are not deemed to have beneficial ownership of the underlying shares of Common Stock as of June 30, 2025.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

1. Joint Filing Agreement, dated January 7, 2025, by and among Newtyn Management, LLC and Newtyn TE Partners, LP (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on January 7, 2025).