{"filing":{"accession_number":"0001213900-26-078760","cik":"0001970622","ticker":"USAR","company_name":"USA Rare Earth, Inc.","form":"8-K","filing_date":"2026-07-16","report_date":null,"primary_document":"ea0296752-8k_usarare.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026078760/ea0296752-8k_usarare.htm"},"events":[{"id":18484,"run_id":16615,"accession_number":"0001213900-26-078760","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"USA Rare Earth entered into Amendment No. 1 to its Merger Agreement with SVRE Holdings Ltd. on July 16, 2026, which modifies closing conditions by making an offtake agreement with a U.S. government-backed special purpose vehicle a condition precedent to completion. The underlying merger, originally dated April 19, 2026, involves USAR issuing 126.8 million shares and paying $300 million in cash consideration.","company_name":"USA Rare Earth, Inc.","ticker":"USAR","filing_date":"2026-07-16","form":"8-K","submitted_at":null,"items":[{"id":17309,"accession_number":"0001213900-26-078760","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses Amendment No. 1 to the Merger Agreement dated July 16, 2026, which modifies conditions precedent to USAR's obligation to complete its merger with SVRE. The amendment makes the offtake agreement with a U.S. government-backed special purpose vehicle a closing condition, directly affecting the merger's completion. This is a material amendment to an existing merger agreement that was originally entered into on April 19, 2026, involving the issuance of 126.8 million shares and $300 million in cash consideration—a substantial M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T21:01:48.528512+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17310,"accession_number":"0001213900-26-078760","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses updated pro forma financial statements in connection with USAR's merger with SVRE Holdings Ltd., contemplated by a Merger Agreement dated April 19, 2026. The merger involves USAR issuing 126,849,307 shares of common stock and paying $300 million in cash consideration. This is a material acquisition/merger transaction requiring pro forma disclosure under Item 8.01, and the updated pro forma statements reflect the combined entity post-closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T21:01:48.528512+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":17309,"accession_number":"0001213900-26-078760","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses Amendment No. 1 to the Merger Agreement dated July 16, 2026, which modifies conditions precedent to USAR's obligation to complete its merger with SVRE. The amendment makes the offtake agreement with a U.S. government-backed special purpose vehicle a closing condition, directly affecting the merger's completion. This is a material amendment to an existing merger agreement that was originally entered into on April 19, 2026, involving the issuance of 126.8 million shares and $300 million in cash consideration—a substantial M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T21:01:48.528512+00:00","company_name":"USA Rare Earth, Inc.","ticker":"USAR","filing_date":"2026-07-16"},{"id":17310,"accession_number":"0001213900-26-078760","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses updated pro forma financial statements in connection with USAR's merger with SVRE Holdings Ltd., contemplated by a Merger Agreement dated April 19, 2026. The merger involves USAR issuing 126,849,307 shares of common stock and paying $300 million in cash consideration. This is a material acquisition/merger transaction requiring pro forma disclosure under Item 8.01, and the updated pro forma statements reflect the combined entity post-closing.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-16T21:01:48.528512+00:00","company_name":"USA Rare Earth, Inc.","ticker":"USAR","filing_date":"2026-07-16"}]}