{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-007457","form_type":"8-K","ticker":"USAR","cik":"0001970622","company_name":"USA Rare Earth, Inc.","filed_at":"2026-01-26T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.903863+00:00","generated_at":"2026-05-16T08:06:59.005428+00:00","sec_items":["1.01","2.02","3.02","5.03","7.01","8.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"USA Rare Earth secures $1.5B private placement and $1.6B U.S. government LOI","bullets":["Private placement of 69.8M shares at $21.50 for ~$1.5B gross proceeds; closes Jan 28, 2026.","Non-binding LOI with U.S. Dept of Commerce for $277M CHIPS Act grant + $1.3B 15-yr senior secured debt at Treasury+150bps.","Government funding subject to milestones including raising $500M non-federal (satisfied by private placement), supply agreements, and capex of $4.1B.","Preliminary FY2025 results announced; specific financial figures not disclosed in filing.","Amended preferred stock and warrant terms to exclude government financing from anti-dilution adjustments."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-007457","json":"https://secwatch.observer/filing/0001213900-26-007457.json","markdown":"https://secwatch.observer/filing/0001213900-26-007457.md","text":"https://secwatch.observer/filing/0001213900-26-007457.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/ea0274031-8k_usarare.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T08:06:59.005428+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"53ec0a04d2fdbb234dcc1a4b785fe690117bdf4e","claim":"USA Rare Earth, Inc.: Amended Certificate of Designation to provide that any Government Financing is an Exempt Issuance, eliminating conversion price adjustments for such financings (effective 2026-01-26).","evidence_excerpt":"On January 26, 2026, following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (as previously amended on May 1, 2025, the “ Certificate of Designation ”). Pursuant to the Certificate of Amendment, the provisions of the Certificate of Designation providing for the adjustment of the Conversion Price (as defined in the Certificate of Designation) in the event of certain issuances or deemed issuances of shares of common stock by the Company were amended. In particular, the Certificate of Amendment provides that any Government Financing is an “Exempt Issuance” (as defined in the","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001649739-26-000020","ticker":"BAFN","company_name":"BayFirst Financial Corp.","filed_at":"2026-04-30T23:59:59+00:00","headline":"BayFirst raises $80M in PIPE, reports Q1 loss of $5.7M, names new bank CEO","event_type":"other_material","sec_items":["1.01","3.02","5.03","2.02","5.02","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 2.02, 3.02, 5.03, 7.01, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001649739-26-000020","json":"https://secwatch.observer/filing/0001649739-26-000020.json","markdown":"https://secwatch.observer/filing/0001649739-26-000020.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1649739/000164973926000020/0001649739-26-000020-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1649739/000164973926000020/bafn-20260428.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 26, 2026, following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (as previously amended on May 1, 2025, the “ Certificate of Designation ”). Pursuant to the Certificate of Amendment, the provisions of the Certificate of Designation providing for the adjustment of the Conversion Price (as defined in the Certificate of Designation) in the event of certain issuances or deemed issuances of shares of common stock by the Company were amended. In particular, the Certificate of Amendment provides that any Government Financing is an “Exempt Issuance” (as defined in the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm","comparable_excerpt":"On April 28, 2026, the Company filed Articles of Amendment to its Articles of Incorporation with the Florida Division of Corporations creating and authorizing 4,000 shares of Series D Preferred Stock and 4,000 shares of Series E Preferred Stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1649739/000164973926000020/0001649739-26-000020-index.htm"}},{"accession":"0001829126-26-004565","ticker":"MCAH","company_name":"Mountain Crest Acquisition 6 Corp.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Mountain Crest Acquisition 6 Corp. closes $60M IPO; units start trading April 30","event_type":"other_material","sec_items":["1.01","3.02","5.03","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001829126-26-004565","json":"https://secwatch.observer/filing/0001829126-26-004565.json","markdown":"https://secwatch.observer/filing/0001829126-26-004565.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2109876/000182912626004565/0001829126-26-004565-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2109876/000182912626004565/mountaincrest6_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 26, 2026, following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (as previously amended on May 1, 2025, the “ Certificate of Designation ”). Pursuant to the Certificate of Amendment, the provisions of the Certificate of Designation providing for the adjustment of the Conversion Price (as defined in the Certificate of Designation) in the event of certain issuances or deemed issuances of shares of common stock by the Company were amended. In particular, the Certificate of Amendment provides that any Government Financing is an “Exempt Issuance” (as defined in the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm","comparable_excerpt":"On April 29, 2026, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association, as described in the Registration Statement, with the Registry of Corporate Affairs of British Virgin Islands.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2109876/000182912626004565/0001829126-26-004565-index.htm"}},{"accession":"0001437749-26-014595","ticker":"TRCK","company_name":"Track Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Track Group completes $10.3M PIPE and $21M term loan, reduces net debt 63%","event_type":"other_material","sec_items":["1.01","5.02","2.03","3.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.03, 7.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-014595","json":"https://secwatch.observer/filing/0001437749-26-014595.json","markdown":"https://secwatch.observer/filing/0001437749-26-014595.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/0001437749-26-014595-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/trkg20260430_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 26, 2026, following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (as previously amended on May 1, 2025, the “ Certificate of Designation ”). Pursuant to the Certificate of Amendment, the provisions of the Certificate of Designation providing for the adjustment of the Conversion Price (as defined in the Certificate of Designation) in the event of certain issuances or deemed issuances of shares of common stock by the Company were amended. In particular, the Certificate of Amendment provides that any Government Financing is an “Exempt Issuance” (as defined in the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm","comparable_excerpt":"The Certificate of Amendment increased the total number of shares of Common Stock authorized for issuance thereunder from 30,000,000 shares to 60,000,000 shares, effective April 30, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/0001437749-26-014595-index.htm"}},{"accession":"0001193125-26-201578","ticker":"RREV","company_name":"RRE Ventures Acquisition Corp.","filed_at":"2026-05-01T23:59:59+00:00","headline":"RRE Ventures Acquisition Corp. prices and closes $250M IPO; units begin trading on Nasdaq","event_type":"other_material","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-201578","json":"https://secwatch.observer/filing/0001193125-26-201578.json","markdown":"https://secwatch.observer/filing/0001193125-26-201578.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2123969/000119312526201578/0001193125-26-201578-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2123969/000119312526201578/d77496d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 26, 2026, following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (as previously amended on May 1, 2025, the “ Certificate of Designation ”). Pursuant to the Certificate of Amendment, the provisions of the Certificate of Designation providing for the adjustment of the Conversion Price (as defined in the Certificate of Designation) in the event of certain issuances or deemed issuances of shares of common stock by the Company were amended. In particular, the Certificate of Amendment provides that any Government Financing is an “Exempt Issuance” (as defined in the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm","comparable_excerpt":"On April 28, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on April 29, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2123969/000119312526201578/0001193125-26-201578-index.htm"}},{"accession":"0001104659-26-057915","ticker":"SUJA","company_name":"SUJA LIFE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Suja Life completes IPO of 8.9M shares at $21/share; closes May 8, 2026","event_type":"other_material","sec_items":["1.01","3.02","3.03","5.03","5.02","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 3.02, 5.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057915","json":"https://secwatch.observer/filing/0001104659-26-057915.json","markdown":"https://secwatch.observer/filing/0001104659-26-057915.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1934114/000110465926057915/0001104659-26-057915-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1934114/000110465926057915/tm2530822d27_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 26, 2026, following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (as previously amended on May 1, 2025, the “ Certificate of Designation ”). Pursuant to the Certificate of Amendment, the provisions of the Certificate of Designation providing for the adjustment of the Conversion Price (as defined in the Certificate of Designation) in the event of certain issuances or deemed issuances of shares of common stock by the Company were amended. In particular, the Certificate of Amendment provides that any Government Financing is an “Exempt Issuance” (as defined in the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm","comparable_excerpt":"On May 7, 2026, the Company filed an amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1934114/000110465926057915/0001104659-26-057915-index.htm"}},{"accession":"0001703056-26-000078","ticker":"ADT","company_name":"ADT Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Apollo sells all 102M ADT shares; ADT repurchases 29.1M shares in $1.5B plan","event_type":"other_material","sec_items":["5.02","5.03","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001703056-26-000078","json":"https://secwatch.observer/filing/0001703056-26-000078.json","markdown":"https://secwatch.observer/filing/0001703056-26-000078.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1703056/000170305626000078/0001703056-26-000078-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1703056/000170305626000078/adt-20260504.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 26, 2026, following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (as previously amended on May 1, 2025, the “ Certificate of Designation ”). Pursuant to the Certificate of Amendment, the provisions of the Certificate of Designation providing for the adjustment of the Conversion Price (as defined in the Certificate of Designation) in the event of certain issuances or deemed issuances of shares of common stock by the Company were amended. In particular, the Certificate of Amendment provides that any Government Financing is an “Exempt Issuance” (as defined in the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm","comparable_excerpt":"On May 8, 2026, the Board approved an amendment and restatement of the Company’s Amended and Restated Bylaws, dated as of September 15, 2023 (as amended, the “ Bylaws ”), to remove references related to Apollo and the Amended and Restated Stockholders Agreement, dated December 14, 2018, between the Company, Prime Security Services TopCo Parent, L.P., and the Co-Investors.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1703056/000170305626000078/0001703056-26-000078-index.htm"}},{"accession":"0001193125-26-203988","ticker":"COAG","company_name":"Hemab Therapeutics Holdings, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Hemab Therapeutics completes IPO of 19.3M shares at $18.00, raising $346.7M","event_type":"other_material","sec_items":["5.03","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-203988","json":"https://secwatch.observer/filing/0001193125-26-203988.json","markdown":"https://secwatch.observer/filing/0001193125-26-203988.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2114044/000119312526203988/0001193125-26-203988-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2114044/000119312526203988/d149100d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 26, 2026, following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (as previously amended on May 1, 2025, the “ Certificate of Designation ”). Pursuant to the Certificate of Amendment, the provisions of the Certificate of Designation providing for the adjustment of the Conversion Price (as defined in the Certificate of Designation) in the event of certain issuances or deemed issuances of shares of common stock by the Company were amended. In particular, the Certificate of Amendment provides that any Government Financing is an “Exempt Issuance” (as defined in the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm","comparable_excerpt":"On May 4, 2026, Hemab Therapeutics Holdings, Inc. (the “Company”) filed a restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the Company’s initial public offering of common stock (the “IPO”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2114044/000119312526203988/0001193125-26-203988-index.htm"}},{"accession":"0001213900-26-051018","ticker":"DMAA","company_name":"Drugs Made In America Acquisition Corp.","filed_at":"2026-05-01T23:59:59+00:00","headline":"SPAC DMAA shareholders approve extension to April 2027; ~28% of shares redeemed for $99.3M","event_type":"other_material","sec_items":["5.03","5.07","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 5.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-051018","json":"https://secwatch.observer/filing/0001213900-26-051018.json","markdown":"https://secwatch.observer/filing/0001213900-26-051018.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2028614/000121390026051018/0001213900-26-051018-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2028614/000121390026051018/ea0288774-8k_drugs.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"On January 26, 2026, following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (as previously amended on May 1, 2025, the “ Certificate of Designation ”). Pursuant to the Certificate of Amendment, the provisions of the Certificate of Designation providing for the adjustment of the Conversion Price (as defined in the Certificate of Designation) in the event of certain issuances or deemed issuances of shares of common stock by the Company were amended. In particular, the Certificate of Amendment provides that any Government Financing is an “Exempt Issuance” (as defined in the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026007457/0001213900-26-007457-index.htm","comparable_excerpt":"to amend the Company’s Second Amended and Restated Memorandum and Articles of Association (the “ Existing Charter ”) by adopting an amendment to the Existing Charter in the form set forth in Annex A to the Proxy Statement (the “ Extension Amendment ”) which reflects the extension of the date by which the Company must consummate a business combination (the “ Combination Period ”) up to twelve (12) times from April 29, 2026 (the “ Termination Date ”) to April 29, 2027, each by an additional one (1) month","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2028614/000121390026051018/0001213900-26-051018-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}