Dilution profile // every instrument, one screen, from SEC filings

Rare Earths Americas, Inc. (REA)

CIK 2095743 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$75.0M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
HIGHwarrants = 4630% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW0% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
NOT COMPUTEDrunway not computable from latest facts
= cash vs trailing operating burn

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2026-06-012026-08-10

Latest: 20.0M shares as of Aug 10, 2026 (10-Q).

Cash runway

Not enough filing data

can’t compute a runway

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 923.8M underlying shares, as reported Jun 30, 2026 (10-Q).

Rough fully diluted estimate: 943.7M = 20.0M O/S + 923.8M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Simple Agreements For Future Equity SAF Es$15.1M$14.54~1.0M sh
BRC Loan Agreementnot tagged$1.3M$6.55

If every note above converted at its tagged price: ~1.0M new shares on 20.0M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 11, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding20.0MAug 10, 2026
+ Warrants (aggregate, as tagged) (if exercised)923.8MJun 30, 2026
+ Simple Agreements For Future Equity SAF Es (if fully converted)1.0MDec 31, 2025
Fully diluted estimate944.8M+4634.8% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $75.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Apr 13, 2026$75.0M registeredfiling →

Last 12 months: 1 executed · 3 registered.

EXECUTEDMay 7, 2026Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4
REGISTEREDMay 6, 2026S-1MEF registration — capacity to sell shares, not a sale yetS-1MEF
EFFECTIVEMay 5, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDApr 28, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDApr 13, 2026S-1 registration — capacity to sell shares, not a sale yetS-1

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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