USAR files pro forma statements for SVRE merger; notes $300M cash+127M shares, $1.5B PIPE, $1.6B DOC deal

USA Rare Earth, Inc.

Merger consideration: $300M cash + 126.8M shares of USAR common stock for SVRE; pro forma financials filed.
Private Placement closed Jan 28, 2026: $1.5B gross proceeds at $21.50/share.
DFC Retained Finance up to $565M ($325M drawn); DOC Definitive Agreements for $1.6B ($277M grant + $1.3B debt) signed June 3, 2026.
Offtake Agreement for 100% of phase one rare earth output, 70/30 profit split, 20-year term.
Earnout shares: 5.05M issued Apr 2026 (stock >$15) and 5.05M May 2026 (>$20).

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