USA Rare Earth to acquire SVRE Holdings for $300M cash and 126.8M shares; expected close Q3 2026

USA Rare Earth, Inc.

Deal: $300M cash + 126,849,307 USAR shares to SVRE shareholders; warrants and equity awards converted.
Closing conditions include USAR stockholder approval, HSR clearance, appointment of Sir Mick Davis and Thrasyvoulos Moraitis to USAR board.
Thrasyvoulos Moraitis, SVRE CEO, to become President of USAR at closing; employment letter signed.
Supporting stockholders (~9% of USAR shares) entered Voting and Support Agreement to vote in favor.
Termination fee: $75M if adverse recommendation change, $25M if stockholder vote fails.

item 1.01 item 3.02 item 5.02 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

USA Rare Earth, Inc. entered into Agreement and Plan of Merger with SVRE Holdings Ltd. valued at $300,000,000 (effective 2026-04-19).

Action: entry
Agreement: merger
Counterparty: SVRE Holdings Ltd.
Value: $300,000,000
Effective: 2026-04-19

Exact text from the filing

On April 19, 2026, USA Rare Earth, Inc. (“ USAR ”) entered into a definitive Agreement and Plan of Merger (the “ Merger Agreement ”) by and among (i) USAR, (ii) Middlebury Merger Sub Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands and an indirect, wholly owned Subsidiary of USAR (“ Merger Sub ”), (iii) SVRE Holdings Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands (“ SVRE ” or the “ Company ”), and (iv) Serra Verde Rare Earths Ltd., a company incorporated and existing under the laws of the British Virgin Islands, solely in its capacity as the representative of the Company Shareholders (the “ Seller Representative ”).

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USA Rare Earth, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-045339

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