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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , DC 20549 FORM 10 - Q ( Mark One ) ☑ ☐ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30 , 2026 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number : 001-43268 Rare Earths Americas , Inc. Texas ( Exact Name of Registrant as Specified in its Charter ) ( State or other jurisdiction of incorporation or organization ) 101 W. Main Street Manchester , GA ( Address of principal executive offices ) 39-4918133 ( I.R.S. Employer Identification No. ) 31816 ( Zip Code ) Registrant's telephone number , including area code : ( 706 ) 846-5063 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common stock , $ 0.0001 par value Trading Symbol ( s ) REA Name of each exchange on which registered NYSE American LLC Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes ☑No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ☑No ☐ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , ” and “ emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Non - accelerated filer ☑ Smaller reporting company Emerging growth company ☑ ☑ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . ☐ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No ☑ As of August 10 , 2026 , the registrant had 19,953,892 shares of common stock , $ 0.0001 par value per share , outstanding .