{"url_path":"/sec/usar/8-k/2026-05-13/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-055511-index.html","accession_number":"0001213900-26-055511","cik":"0001970622","ticker":"USAR","issuer_name":"USA Rare Earth, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-055511-index.html","primary_entity_key":"0001970622","primary_entity_name":"USA Rare Earth, Inc."},"word_count":898,"has_tables":true,"body_markdown":"**Item\n8.01 Other Events.**\n\n \n\nIn\nconnection with the transactions contemplated by the Merger Agreement (the “Merger”) and to update certain risk factors previously\ndisclosed in USAR’s Form 10-K for the year ended December 31, 2025 that was filed with the Securities and Exchange Commission (the\n“SEC”) on March 30, 2026, USAR is filing this Current Report on Form 8-K for the purpose of supplementing disclosures contained\nin USAR’s filings with the SEC.\n\n \n\nThe\nupdated disclosures are set forth in Exhibit 99.1, 99.2 and 99.3 hereto and comprise the following information:\n\n \n\n●Risks\nrelating to the Merger\n\n \n\n●Risks\nrelating to SVRE\n\n \n\n●Risks\nrelating to USAR\n\n \n\n●Information\nAbout SVRE\n\n \n\n●Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations of SVRE\n\n \n\n●Audited\nfinancial statements of SVRE for the years ended December 31, 2025 and 2024 (the “Audited\nFinancial Statements”)\n\n \n\n●Unaudited\npro forma condensed combined financial statements of USAR for the year ended December 31,\n2025, giving effect to the Merger.\n\n \n\nA\ncopy of the consent of PricewaterhouseCoopers Auditores Independentes Ltda. with respect to their report dated May 12, 2026 with respect\nto the Audited Financial Statements is included as Exhibit 23.1 hereto.\n\n \n\n**Cautionary\nNote Regarding Forward-Looking Statements**\n\n \n\nThis\nreport, including the exhibits filed hereto, contains “forward-looking statements” within the meaning of the Private Securities\nLitigation Reform Act of 1995. These statements include those relating to the proposed U.S. government collaboration and the expected\ntiming of executing definitive documents relating thereto, the proposed acquisition of Serra Verde Group (“SVG”), our business\nplans, strategy, goals and prospects, our plans for and prospects of our other acquisitions, investments and other business development\nactivities, including the announced Carester SAS (“Carester”) and Texas Mineral Resources Corp. (“TMRC”) transactions\nand other statements regarding USAR’s expectations for future development, operations, strategies, transactions and financial performance.\nSuch statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “aim,”\n“anticipate,” “believe,” “can,” “continue,” “could,” “estimate,”\n“expect,” “growth,” “intend,” “may,” “might,” “plan,” “potential,”\n“project,” “propose,” “should,” “target,” “vision,” “will,” “would”\nand similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not\nforward-looking.\n\n \n\n1\n\n \n\n \n\nForward-looking\nstatements are subject to risks and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially\nfrom our expectations, including without limitation: risks that the proposed transactions with SVG, Carester and TMRC may not be consummated\non their anticipated timelines or at all; we may not realize the anticipated benefits of our proposed and prior acquisitions, including\nexpected synergies, financial performance, estimated EBITDA and, in the case of Serra Verde, integration of operations, on the anticipated\ntimeline or at all; the ability of our Stillwater magnet manufacturing facility to commence commercial operations on the timing and with\nthe production capacity anticipated or at all; our limited operating history; our ability to commercially extract minerals from the Round\nTop deposit on our anticipated timeline or at all; risks that we may experience delays, unforeseen expenses, increased capital costs,\nand other complications while developing our projects; our ability to raise necessary capital on acceptable terms or at all; potential\ndilution to existing stockholders and the adverse effect on our stock price if we issue additional common stock or equity-linked securities;\nthe volatility of our stock price; our ability to enter into definitive agreements for the proposed U.S. government financing, which\nis subject to conditions precedent and final government approvals, on the anticipated terms or at all and, if executed, to satisfy the\nmilestones and other conditions of such financing, which could impose conditions to access such financing over a period of time; the\navailability of rare earth oxide, metal feedstock and other materials, utilities (including power and water) and equipment in quantities\nand prices that allow us to develop and commercially operate our Stillwater facility and other facilities; our ability to meet individual\ncustomer specifications and produce a consistently high quality product; fluctuations in demand for and prices of neo magnets and our\nother products, including without limitation as a result of dumping, predatory pricing and other tactics by USAR’s competitors\nor state actors or the overall competitive environment; our ability to achieve positive cash flow or profitability or the ability to\naccess cash flow within our corporate structure due to restrictions contained in our financing agreements; our ability to convert current\ncommercial discussions and/or memorandums of understanding with customers for the sale of our neo magnets and other products into definitive\norders; geopolitical developments or disruptions, such as changes in the political environment, export/import or environmental policy\nof the People’s Republic of China, the United States or other countries in which we operate or sell products or otherwise; war,\nterrorism, natural disasters or public health emergencies; our ability to retain or recruit key personnel; environmental, health and\nsafety regulations; and our ability to comply with requirements for federal, state and local government incentives and financing.\n\n \n\nAdditional\nrisks and detailed information regarding factors that may cause actual results to differ materially has been and will be included in\nthe Company’s filings with the SEC. Any forward-looking statements speak only as of the date of this report (or such other date\nas is specified in such statements), and USAR undertakes no obligation to update any forward-looking statements as a result of new information\nor future events or developments, except to the extent required by law."}