{"url_path":"/sec/usar/8-k/2026-07-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-078760-index.html","accession_number":"0001213900-26-078760","cik":"0001970622","ticker":"USAR","issuer_name":"USA Rare Earth, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1970622/0001213900-26-078760-index.html","primary_entity_key":"0001970622","primary_entity_name":"USA Rare Earth, Inc."},"word_count":246,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn July 16, 2026, USAR, Merger Sub, SVRE and\nthe Shareholder Representative entered into Amendment No. 1 to the Merger Agreement (“Amendment No. 1 to the Merger Agreement”),\npursuant to which the satisfaction (and non-waiver) of certain conditions precedent set forth in the offtake agreement entered into on\nApril 20, 2026 by and between SV Management Switzerland AG (“SV Management Switzerland”), a subsidiary of SVRE, and a special\npurpose vehicle capitalized by the U.S. government and private capital sources (the “Counterparty”) (as amended from time\nto time, the “Offtake Agreement”) for the long-term supply of rare earth materials produced by SVRE, the lapse of the right\nof SV Management Switzerland to terminate the Offtake Agreement, and the Offtake Agreement being in full force and effect as of the closing\nof the Merger became conditions to the obligation of USAR and Merger Sub to complete the Merger.\n\n \n\nAmendment No. 1 to the Merger Agreement is included\nas Exhibit 2.1 and is incorporated herein by reference. The description of Amendment No. 1 to the Merger Agreement above does not purport\nto be complete and is qualified in its entirety by reference to the full text of the agreement filed herewith. A copy of Amendment No.\n1 to the Merger Agreement has been included to provide USAR stockholders with information regarding its terms and is not intended to provide\nany factual information about USAR, SVRE, Merger Sub or their respective affiliates."}