USA Rare Earth, Inc. — Form 8-K

On an unspecified date in 2026, USA Rare Earth (USAR) completed its merger with SVRE Holdings Ltd., issuing 126,849,307 shares of common stock (34.1% dilution to existing shareholders) to SVRE securityholders. USAR assumed SVRE's $465M+ DFC loan (bearing SOFR+4.0%, 15-year term, secured by first-priority liens on substantially all assets) and entered into an offtake agreement whereby US SIIE LLC purchases 100% of Phase I rare earth production from SVRE's Pela Ema mine in Brazil on a take-or-pay basis. The transaction subjects USAR to extensive restrictive covenants under the DFC finance agreement and offtake agreement, including restrictions on dividend payments, asset dispositions, and fundamental transactions, and grants the Counterparty a call option on SVRE's equity under specified triggering events.