USA Rare Earth, Inc.

USA Rare Earth completed its acquisition of Texas Mineral Resources Corp, giving USAR full, 100% ownership of the Round Top rare earth project.

business combination

USA Rare Earth filed the final proxy statement for the Serra Verde (SVRE Holdings) merger, setting a virtual shareholder vote on 28 August 2026 (record date 22 July 2026) on issuing 126,849,307 new shares. Once the merger completes, former SVRE holders would own about 34.1% of USAR's common stock, so existing shareholders would be diluted to that extent. The document also adds an Amendment No. 1 to the merger agreement, whose terms are not shown in the excerpt provided.

business combination

USA Rare Earth agreed to take a stake of about 13.6% in French rare-earth processing firm Carester, alongside InfraVia. It will subscribe EUR22.5 million for new shares, part in cash and part in USAR stock, and buy about EUR17.5 million of existing shares.

capital raising announcement

USA Rare Earth announced that CEO Barbara Humpton will retire as CEO and director effective 1 October 2026. The board approved Serra Verde CEO Thras Moraitis as her successor from that date or the Serra Verde closing if later, and named Michael Blitzer Executive Chair.

merger communication

The amendment set the Texas Mineral vote for a 2 June 2026 record date across 88,339,693 shares, and disclosed litigation that was not in the original: on 22 May 2026 MP Materials sued USA Rare Earth, its director of magnet operations Kevin Elkins and FOM Technologies for trade-secret misappropriation, breach of contract and tortious interference, seeking an injunction against further use of the technology as well as damages. USAR disputes the claims. Its own share price had fallen from $26.30 to $24.64 over the same weeks.

business combination

USA Rare Earth finalized up to $1.6 billion in U.S. government financing with the Department of Commerce under the CHIPS Act -- $277 million in direct funding awards plus a $1.3 billion Federal Financing Bank loan guarantee -- spread across the Round Top mine, the Stillwater magnet and metal facilities, and two new plants, making Washington a direct financier of USAR's mine-to-magnet buildout.

capital raising announcement

USA Rare Earth signed a 20-year lease for an 800,000-square-foot rare earth magnet manufacturing facility to be built in Blacksburg, South Carolina - a second production site beyond its original Stillwater, Oklahoma plant.

debt financing

USA Rare Earth filed a preliminary (draft) proxy statement asking shareholders to vote on issuing 126,849,307 new shares to buy SVRE Holdings (Serra Verde), under the 19 April 2026 merger agreement announced earlier. The meeting date, record date and the percentage SVRE holders would own are still blank in this draft, so the vote is a step still to come.

business combination

USA Rare Earth registered 3,823,328 of its own shares to buy Texas Mineral Resources, its 20% minority partner in Round Top Mountain Development -- consolidating full ownership of the West Texas deposit for stock worth roughly $100 million at the $26.30 price quoted in the filing. The same document discloses, separately, USAR's 19 April agreement to buy Serra Verde and its Pela Ema rare earth mine in Goias, Brazil for $300 million cash and 126,849,307 new shares.

business combination

USA Rare Earth agreed to acquire Serra Verde (via SVRE Holdings Ltd), the Brazilian operator of the Palomar mine - the world's only scaled ionic rare earth producer outside Asia supplying all four magnetic rare earths - its most significant acquisition yet, pairing USARE's U.S. mine-to-magnet buildout with an already-operating overseas mine.

business combination

USA Rare Earth agreed to acquire Texas Mineral Resources Corp, holder of a minority interest in Round Top, in an all-stock merger issuing a total of 3,823,328 USAR shares. Closing was expected by the third quarter of 2026, subject to a TMRC shareholder vote and an effective Form S-4.

business combination

USA Rare Earth closed the $1.5 billion private placement announced two days earlier.

capital raising announcement

USA Rare Earth agreed to raise about $1.5 billion in a private placement, selling 69.8 million shares at $21.50 each -- by far its largest capital raise to date, funding the mine-to-magnet buildout.

capital raising announcement

USA Rare Earth, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

USA Rare Earth completed its acquisition of Indian Ocean Rare Metals Pte Ltd, owner of Less Common Metals Ltd, a UK-based maker of specialized rare earth alloys, for $100 million cash plus 6.54 million USARE shares - extending its supply chain into Europe.

asset acquisition disposition

Newly public USA Rare Earth agreed to raise $75 million in a private placement of stock, pre-funded warrants and warrants exercisable at $7.00/share -- its first capital raise since the SPAC merger closed.

capital raising announcement

USA Rare Earth, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

The merger closed: Inflection Point shareholders approved the deal on March 10, 2025, the company domesticated from the Cayman Islands to Delaware, and USA Rare Earth, Inc. began trading on Nasdaq as USAR (warrants as USARW) - completing USARE's path to becoming a public company.

business combination

Amendment No. 2 recorded that the money had actually been put in: Inflection Point Fund pre-funded its preferred investment on 3 February 2025 through new convertible preferred purchase agreements signed on 31 January with the existing Class A-2 investors, Collective Capital Management and Inflection Point's own chairman Michael Blitzer, and the original preferred purchase agreement was torn up in consequence. A 30 January amendment to the combination agreement fixed the incoming board, and a 22 January amendment replaced Blitzer's fixed 104,167 preferred shares with a variable number.

business combination

Amendment No. 1 disclosed the number that changes the deal: at the 18 November extension meeting, holders of 22,794,651 of the 25 million public shares -- about 91% -- took their money out of the trust, removing roughly $246.9 million at $10.83 a share, in exchange for pushing the deadline to complete a combination from 30 November 2024 to 21 August 2025. Because the share count is set by dividing $800 million less debt by the trust price, the redemptions do not change USARE holders' stake; what they remove is the cash. The amendment also added a CFIUS review risk factor and King & Spalding's tax opinion, which the parties are not obliged to obtain before closing.

business combination

Ahead of going public, USA Rare Earth named Josh Ballard - former CFO of Energy Recovery, Inc. - as its new CEO to lead the build-out of its planned Stillwater, Oklahoma magnet plant and its Round Top rare earth deposit in Texas.

merger communication

Inflection Point, a blank-cheque company, registered the shares for its combination with USA Rare Earth, which is building an NdFeB magnet plant at Stillwater, Oklahoma and holds the Round Top deposit in West Texas. USARE's owners are credited with $800 million less its debt, converted into shares at whatever price the trust ends up redeeming at, plus up to 10 million earn-out shares; a $9.1 million preferred investment with $12.00 warrants comes in alongside, and Cantor cut its fee to $4 million cash or $2 million plus 400,000 shares.

business combination

Inflection Point Acquisition Corp. II agreed to merge with privately-held USA Rare Earth, LLC at an $870 million enterprise value, taking USARE public under the new name USA Rare Earth, Inc.; the deal includes a roughly $35 million investment to fund USARE's Stillwater, Oklahoma magnet plant.

business combination

the exchange certified USA Rare Earth, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice