USA Rare Earth closes Serra Verde combination for $300 million cash plus stock.

USA Rare Earth completed its combination with Serra Verde Group on September 3, 2026, paying $300 million in cash and issuing 126,849,307 USAR shares, while adding Serra Verde’s Goiás heavy-rare-earth operation to its processing and magnet platform and seating Sir Mick Davis and Thras Moraitis on the board.

USA Rare Earth, Inc. (Nasdaq: USAR) filed a Form 8-K (AccNo 0001213900-26-097399; Date of earliest event September 3, 2026; Items 1.01, 2.01, 2.03, 3.02, 5.02, 7.01, 8.01, and 9.01) reporting that on September 3, 2026 it closed its combination with Serra Verde Group. The SEC index shows Filing Date 2026-09-04 and Accepted 2026-09-04 at 07:11:45. Item 7.01 furnishes Exhibit 99.1, a Stillwater, Oklahoma / Goiás, Brazil press release dated September 4, 2026 titled around completion of the combination.

This close is a different issuer and a different deal from Flex’s EPC Power acquisition and from Net Power’s EMPower EPC assignment already on tickergrove.com.

What closed

As previously disclosed, USAR entered an Agreement and Plan of Merger with Middlebury Merger Sub Ltd., SVRE Holdings Ltd., and Serra Verde Rare Earths Ltd. as seller representative. On the Closing Date of September 3, 2026, SVRE merged with and into Merger Sub, with Merger Sub surviving as an indirect, wholly owned subsidiary of USAR, effective when the Articles of Merger were registered by the British Virgin Islands Registrar of Corporate Affairs.

Item 1.01 states the aggregate merger consideration consists of (i) $300,000,000 in cash (Aggregate Cash Merger Consideration) and (ii) an aggregate of 126,849,307 shares of USAR common stock, par value $0.0001 per share (Aggregate Stock Merger Consideration). Consideration is payable to holders of SVRE shares and certain other recipients named in the filing, including the United States International Development Finance Corporation (DFC) on conversion of warrants, OMF Fund III (F) Ltd., warrant holders, and certain employees and consultants. The USAR shares were issued in reliance on Section 4(a)(2) and Regulation S exemptions.

What Serra Verde brings — as printed

Exhibit 99.1 describes Serra Verde as the only scaled producer of all four magnetic and other critical heavy rare earth elements outside Asia. Its mining and processing operation in Goiás, Brazil began production in January 2024 and is completing an advanced-stage optimization and commissioning program, with ramp-up expected in the third quarter of 2026. Stage one is expected to reach a run-rate of approximately 4,000 tons per annum (tpa) of total rare earth oxide (TREO) by the end of 2026. Construction is underway on stage two, targeting average production of 6,400 tpa of TREO, with commissioning expected to begin within 12 months. Longer term, the release says Serra Verde has the potential to double run-of-mine production through a Phase 2 expansion.

The release frames the combination as integrating Serra Verde’s upstream heavy-rare-earth operation with USA Rare Earth’s processing, metallization, and magnet-making capabilities, creating what USAR calls one of the only fully integrated rare earth and permanent magnet platforms outside Asia.

Financing obligation assumed

Item 2.03 reports that at closing Merger Sub assumed SVRE’s rights and obligations under a Finance Agreement dated January 21, 2026 with DFC for a loan not to exceed $565,000,000 — an Initial Loan not to exceed $465,000,000 and an Incremental Loan not to exceed $100,000,000. The Initial Loan bears interest at Term SOFR (0.00% floor) plus 4.0%, with a term not to exceed fifteen years from initial disbursement and repayment in up to forty-nine quarterly sculpted installments, secured by a first-priority lien on 100% of Merger Sub shares and substantially all Merger Sub and subsidiary assets. The Incremental Loan was funded before closing; related DFC warrants were cancelled and converted into Merger Consideration rights, and Incremental Loan principal and related unpaid amounts were deemed repaid in full.

Board and leadership

Item 5.02 and Exhibit 99.1 say the USAR board appointed Thrasyvoulos (Thras) Moraitis and Sir Michael Lawrence Davis (Sir Mick Davis) effective at closing. Moraitis, formerly CEO of Serra Verde Group, became President of USA Rare Earth and joins the board; on October 1, 2026, Barbara Humpton will retire as CEO and Moraitis will succeed her. A September 3, 2026 side letter sets his initial CEO base salary at CHF 905,000 per annum. Davis, Chairman of Serra Verde and former CEO of Xstrata plc, also joins the board.

Advisors and other close mechanics as printed

Exhibit 99.1 lists Moelis & Company LLC as exclusive financial advisor and Latham & Watkins LLP as legal counsel for USA Rare Earth; Goldman Sachs & Co. LLC and White & Case LLP for Serra Verde; Allen Overy Shearman Sterling US LLP for Serra Verde shareholders. Item 8.01 summarizes lock-up agreements: one-third of USAR shares received are subject to a 90-day lock-up, one-third to a 180-day lock-up, and one-third are not subject to lock-up, subject to customary exceptions. A Registration Rights Agreement requires a resale registration statement filing on the first Business Day after consummation.

Still open after the close

Whether Serra Verde’s Q3 2026 ramp and ~4,000 / ~6,400 tpa TREO stage targets hold. Whether Phase 2 ROM doubling proceeds. Integration of Brazilian operations with USAR’s U.S., U.K., and France footprint. How the assumed DFC Initial Loan performs under its covenants. Timing of Registration Statement effectiveness and lock-up releases. Whether the planned Carester SAS transaction referenced in Exhibit 99.1 forward-looking risk factors closes. Companies/USAR on tickergrove.com may soft-404 and is not required for this filing story; /stocks/USAR is live.