# USA Rare Earth, Inc. (USAR) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_c68ba5c2b6add5d7f22a · retrieved 2026-08-11T16:11:24.890Z

## Overview
USA Rare Earth, Inc. is building a fully integrated rare earth and permanent magnet value chain across the United States, the United Kingdom, France and Brazil, operating across the entire value chain from mining to metal-making, alloy production and neodymium magnet manufacturing.

USA Rare Earth, Inc. (USAR) will merge with SVRE Holdings Ltd., a British Virgin Islands company, pursuant to an Agreement and Plan of Merger dated April 19, 2026 (as amended July 16, 2026). In the merger, USAR will issue an aggregate of 126,849,307 shares of common stock and $300,000,000 in cash as merger consideration to SVRE securityholders. Upon completion, based on 244,720,099 shares outstanding as of the record date (July 22, 2026), SVRE securityholders will own approximately 34.1% of USAR's outstanding common stock and existing USAR stockholders will own approximately 65.9%. The special meeting of USAR stockholders to vote on the share issuance proposal is scheduled for August 28, 2026 at 10:00 a.m. Eastern Daylight Time.

## Terms
- Counterparty: SVRE Holdings Ltd. · Deal value: $300.0M · Consideration: mixed · Stake: 34.1%

## Key dates
- Announced 2026-07-24 · Record 2026-07-22 · Vote 2026-08-28 · Expiry 2026-12-31 · Expected close 2026-09-30 · Completed 2026-07-17

## Timeline
- 2026-03-05 · 425 (0001213900-26-023871): 425 - USA Rare Earth, Inc. — *USA Rare Earth, Inc. is a mining and rare earth elements company that develops and operates mining operations, including the Round Top deposit, and manufactures rare earth magnets and related products.* USA Rare Earth, Inc. (USAR) entered into a definitive Agreement and Plan of Merger on March 4, 2026, to acquire Texas Mineral Resources Corp. (TMRC) in a two-step merger structure. Under the merger agreement, each outstanding TMRC share will be converted into the right to receive a portion of USAR common stock equal to 3,823,328 divided by the aggregate number of TMRC shares outstanding on a fully diluted basis at the effective time. The transaction is expected to close no later than the third calendar quarter of 2026, subject to customary closing conditions including TMRC stockholder approval and SEC effectiveness of a Form S-4 registration statement. Directors and officers of TMRC, collectively holding approximately 19% of outstanding TMRC shares, have entered into voting and support agreements to vote in favor of the transaction.
  https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-023871.txt
- 2026-07-17 · 425 (0001213900-26-079221): 425 - USA Rare Earth, Inc. — *Texas Mineral Resources Corp. is a mineral exploration and development company with a primary focus on the Round Top Project in Sierra Blanca, Texas, which is an exploration-stage property containing rare earth elements and other minerals.* On March 4, 2026, Texas Mineral Resources Corp. (TMRC) entered into an Agreement and Plan of Merger with USA Rare Earth, Inc. (USAR) and two wholly owned USAR subsidiaries. Pursuant to the merger agreement, TMRC shareholders will receive an aggregate of 3,823,328 shares of USAR common stock as merger consideration. The transaction will result in TMRC's business being held by a wholly owned subsidiary of USAR. A registration statement on Form S-4 was filed on May 13, 2026, amended on June 23, 2026, and declared effective on June 29, 2026. The definitive proxy statement/prospectus was filed and mailed to TMRC stockholders on June 29, 2026.
  https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-079221.txt
- 2026-07-20 · 425 (0001213900-26-079640): 425 - USA Rare Earth, Inc. — *USA Rare Earth, Inc. builds a fully integrated rare earth and permanent magnet value chain across the United States, the United Kingdom, and plans for expansion in France and Brazil, operating across mining, metal-making, alloy production and neodymium magnet manufacturing.* USA Rare Earth, Inc. (USAR) entered into an Agreement and Plan of Merger with Texas Mineral Resources Corp. (TMRC) on March 4, 2026. Pursuant to the merger agreement, TMRC shareholders will receive an aggregate of 3,823,328 shares of USAR common stock as merger consideration. The transaction will result in TMRC's business being held as a wholly owned subsidiary of USAR, with TMRC's common stock converted into the right to receive the USAR shares.
  https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-079640.txt
- 2026-07-24 · DEFM14A (0001213900-26-081091): DEFM14A - USA Rare Earth, Inc. — *USA Rare Earth, Inc. is building a fully integrated rare earth and permanent magnet value chain across the United States, the United Kingdom, France and Brazil, operating across the entire value chain from mining to metal-making, alloy production and neodymium magnet manufacturing.* USA Rare Earth, Inc. (USAR) will merge with SVRE Holdings Ltd., a British Virgin Islands company, pursuant to an Agreement and Plan of Merger dated April 19, 2026 (as amended July 16, 2026). In the merger, USAR will issue an aggregate of 126,849,307 shares of common stock and $300,000,000 in cash as merger consideration to SVRE securityholders. Upon completion, based on 244,720,099 shares outstanding as of the record date (July 22, 2026), SVRE securityholders will own approximately 34.1% of USAR's outstanding common stock and existing USAR stockholders will own approximately 65.9%. The special meeting of USAR stockholders to vote on the share issuance proposal is scheduled for August 28, 2026 at 10:00 a.m. Eastern Daylight Time.
  https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-081091.txt

## Citations
- 0001213900-26-023871 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026023871
- 0001213900-26-079221 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026079221
- 0001213900-26-079640 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026079640
- 0001213900-26-081091 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026081091