{"url_path":"/sec/usar/8-k/2026-07-16/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","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":1566,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\nIn connection with the transactions contemplated by the Merger Agreement,\non July 16, 2026, USAR filed with the Securities and Exchange Commission (the “SEC”) Amendment No. 2 (“Amendment No.\n2”) to the preliminary proxy statement that was filed on Schedule 14A on May 13, 2026 (together with Amendment No. 1, which was\nfiled on June 12, 2026, and Amendment No. 2, the “Preliminary Proxy Statement”), which included an updated version of USAR’s\nunaudited pro forma condensed combined financial statements as of and for the three months ended March 31, 2026 and for the year ended\nDecember 31, 2025, giving effect to the Merger (the “Updated USAR Pro Forma Financial Statements”). USAR is filing this Current\nReport on Form 8-K for the purpose of disclosing the Updated USAR Pro Forma Financial Statements and certain other updated disclosures\nthat were included in Amendment No. 2. The Updated USAR Pro Forma Financial Statements and other updated disclosures are included in Exhibit\n99.1 and Exhibit 99.2 hereto.\n\n \n\nAs a public company, our filings are subject to\nreview by the SEC, including the Preliminary Proxy Statement filed in connection with the Merger, which includes USAR’s pro forma\nfinancial statements referenced above, which could cause changes or modifications to such information.\n\n \n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n \n\nThis report, including the exhibits filed hereto,\ncontains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements\ninclude those relating to our financing arrangement with the U.S. Department of Commerce (the “DOC”), the proposed acquisition\nof Serra Verde Group (“SVG”), our business plans, strategy, goals and prospects, our plans for and prospects of our other\nacquisitions, investments and other business development activities, including the announced Carester SAS (“Carester”) and\nTexas Mineral Resources Corp. (“TMRC”) transactions and other statements regarding USAR’s expectations for future development,\noperations, strategies, transactions and financial performance. Such statements can be identified by the fact that they do not relate\nstrictly to historical or current facts. Words such as “aim,” “anticipate,” “believe,” “can,”\n“continue,” “could,” “estimate,” “expect,” “growth,” “intend,”\n“may,” “might,” “plan,” “potential,” “project,” “propose,” “should,”\n“target,” “vision,” “will,” “would” and similar expressions may identify forward-looking\nstatements, but the absence of these words does not mean that a statement is not forward-looking.\n\n  \n\nForward-looking statements are subject to risks and uncertainties and potentially inaccurate assumptions that could cause actual results\nto differ materially from our expectations, including without limitation: risks that the proposed transactions with SVG, Carester and\nTMRC may not be consummated on their anticipated timelines or at all; we may not realize the anticipated benefits of our proposed and\nprior acquisitions, including expected synergies, financial performance, estimated earnings before interest, taxes, depreciation and amortization\nand, in the case of SVG, integration of operations, on the anticipated timeline or at all; the ability of our magnet manufacturing facility\nin Stillwater, Oklahoma (the “Stillwater facility”) or other future magnet manufacturing facilities to commence commercial\noperations on the timing and with the production capacity anticipated or at all; our limited operating history; our ability to commercially\nextract minerals from the Round Top deposit in Texas on our anticipated timeline or at all; risks that we may experience delays, unforeseen\nexpenses, increased capital costs, and other complications in operating our business; our ability to raise necessary capital on acceptable\nterms or at all; potential dilution to existing stockholders and adverse effect on our stock price if we issue additional common stock\nor equity-linked securities; the volatility of our stock price; our ability to satisfy project milestones and other conditions to disbursement\nunder our financing arrangement with the DOC on the anticipated timeline or at all; our dependence on continued governmental support for\nthe DOC financing transactions, which remains subject to changes in laws, regulations, administrations and appropriations; extensive affirmative\nand negative covenants, domestic content and national security guardrail provisions and ongoing reporting obligations in the DOC financing\nagreements that restrict our operational and financial flexibility; the risk that defaults under the DOC funding agreements could trigger\ncross-defaults across our financing arrangements; the impact of the DOC’s equity interest in us on our ability to pursue strategic\ntransactions and on our relationships with customers, suppliers, partners and other counterparties; the availability of rare earth oxide,\nmetal feedstock and other materials, utilities (including power and water) and equipment in quantities and prices that allow us to develop\nand commercially operate our Stillwater facility and other facilities; our ability to meet individual customer specifications and manufacture\na consistently high quality product; fluctuations in demand for and prices of our products, including without limitation as a result of\ndumping, predatory pricing and other tactics by our competitors or state actors or the overall competitive environment; our ability to\nachieve positive cash flow or profitability or the ability to access cash flow within our corporate structure due to restrictions contained\nin our financing agreements; our ability to convert current commercial discussions and/or memorandums of understanding with customers\nfor the sale of our neo magnets and other products into definitive orders; geopolitical developments or disruptions, such as changes in\nthe political environment, export/import or environmental policy of the People’s Republic of China, the United States or other countries\nin which we operate or sell products or otherwise; war, terrorism, natural disasters or public health emergencies; our ability to retain\nor recruit key personnel; environmental, health and safety regulations; and our ability to comply with requirements for federal, state\nand local government incentives and financing.\n\n \n\n2\n\n \n\n \n\nAdditional risks and detailed information regarding\nfactors that may cause actual results to differ materially has been and will be included in our filings with the SEC.\nAny forward-looking statements speak only as of the date of this report (or such other date as is specified in such statements), and USAR\nundertakes no obligation to update any forward-looking statements as a result of new information or future events or developments, except\nto the extent required by law.\n\n \n\n**Additional Information and Where to Find It**\n\n \n\nIn connection with the Merger, USAR filed the Preliminary\nProxy Statement and, following SEC review, intends to file a definitive proxy statement (together with any amendments or supplements thereto,\nthe “Proxy Statement”), to be distributed to USAR’s stockholders in connection with USAR’s solicitation\nof proxies for the vote by USAR’s stockholders with respect to the issuance of USAR common stock as merger consideration and other\nmatters described in the Proxy Statement. SVRE’s shareholders approved the merger by written consent which was delivered concurrently\nwith the signing of the merger agreement and will not receive a proxy statement or prospectus. USAR also plans to file with or furnish\nto the SEC other relevant documents regarding the Merger. After SEC review of the preliminary proxy statement is completed, the definitive\nProxy Statement will be mailed to stockholders of USAR. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS\nARE URGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH OR FURNISHED TO THE SEC, AS WELL\nAS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR\nWILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.\n\n \n\nInvestors and security holders will be able to\nobtain free copies of the Proxy Statement and other documents containing important information about USAR and the Merger, once such documents\nare filed with or furnished to the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with or\nfurnished to the SEC by USAR will be available free of charge on USAR’s website at investors.usare.com or by contacting USAR’s\nInvestor Relations department by email at IR@usare.com. The information included on, or accessible through, USAR’s website is not\nincorporated by reference into this communication.\n\n** **\n\n**Participants in the Solicitation**\n\n \n\nUSAR and certain of its directors and executive\nofficers and other members of its management and employees may be deemed to be participants in the solicitation of proxies in respect\nof the Merger.\n\n \n\nInformation about the directors and executive officers\nof USAR, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in USAR’s\nPreliminary Proxy Statement. Any changes in the holdings of USAR’s securities by USAR’s directors or executive officers from\nthe amounts described in the Preliminary Proxy Statement will be reflected in Statements of Changes in Beneficial Ownership on Form 4\n(“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”)\nsubsequently filed with the SEC and available at the SEC’s website at www.sec.gov. Additional information regarding the interests\nof such participants will be contained in the Proxy Statement when available.\n\n** **\n\n**No Offer or Solicitation**\n\n \n\nThis communication is for informational purposes\nonly and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities,\nor a solicitation of any vote or approval on the Merger or otherwise, nor shall there be any sale of securities in any jurisdiction in\nwhich such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such\njurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities\nAct of 1933, as amended, or pursuant to an applicable exemption therefrom."}