USA Rare Earth, Inc. (Nasdaq: USAR) has completed its previously announced merger with Serra Verde Group, a rare earth mining and processing company. The transaction was executed on September 3, 2026, and became effective upon the registration of the Articles of Merger by the Registrar of Corporate Affairs of the British Virgin Islands.
Under the terms of the definitive Agreement and Plan of Merger, the aggregate merger consideration consists of $300,000,000 in cash and 126,849,307 shares of USA Rare Earth common stock. The stock consideration was issued without registration under the Securities Act of 1933, relying on exemptions from Section 4(a)(2) and Regulation S.
In connection with the closing, USA Rare Earth assumed the rights and obligations of Serra Verde under a Finance Agreement with the United States International Development Finance Corporation (DFC). This agreement includes a first tranche with a principal amount not to exceed $465,000,000 and a second tranche with a principal amount not to exceed $100,000,000. The obligations are secured by a first priority lien on the shares of Merger Sub and its assets.
Additionally, the company entered into a Registration Rights Agreement, obligating it to file an SEC registration statement for the resale of the stock issued in the merger. USA Rare Earth also entered into a Board Appointment Agreement with Vision Blue (Rare Earths) Limited, granting the entity the right to designate one director to the company's board, provided it beneficially owns at least 5% of the outstanding common stock.
Thras Moraitis and Sir Michael Lawrence Davis have been appointed to the USA Rare Earth Board. Mr. Moraitis, formerly CEO of Serra Verde, has been appointed President of USA Rare Earth. Sir Mick Davis, Chairman of Serra Verde and former CEO of Xstrata plc, was also named to the board.
