Usa Rare Earth, INC. 8-K Filing

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 USAR The Nasdaq Stock Market LLC Warr
• $11.50 — f Common Stock, at an exercise price of $11.50 per share USARW The Nasdaq Stock Market
• $100,000,000 — t, the purchase price paid by Buyer was $100,000,000 in cash and 6.54 million shares of the

Filing Documents

• usar-20251118.htm (8-K) — 46KB
• ex101registrationrightsagr.htm (EX-10.1) — 255KB
• ex991pressrelease2025-1118.htm (EX-99.1) — 16KB
• usar-20251118_g1.jpg (GRAPHIC) — 12KB
• usarareearthlogoa.jpg (GRAPHIC) — 12KB
• 0001970622-25-000081.txt ( ) — 572KB
• usar-20251118.xsd (EX-101.SCH) — 3KB
• usar-20251118_def.xml (EX-101.DEF) — 16KB
• usar-20251118_lab.xml (EX-101.LAB) — 29KB
• usar-20251118_pre.xml (EX-101.PRE) — 17KB
• usar-20251118_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets As previously disclosed, on September 26, 2025, USA Rare Earth, Inc. (the "Company") and Laconia Acquisition Sub Limited ("Buyer"), a wholly owned indirect subsidiary of the Company, entered into a Share Purchase Agreement (the "Acquisition Agreement") with Indian Ocean Rare Metals Pte Ltd, a Singapore private limited company (the "Target"), the Target's shareholders (the "Sellers") and Grant Smith, solely in his capacity as the Sellers' representative (the "Seller Representative"), providing that Buyer would purchase, acquire and accept from the Sellers all rights, title and interest in and to all of the shares of the Target held by the Sellers, amounting to all of the outstanding and issued shares in the Target (the "Acquisition"). On November 18, 2025, the Company and Buyer completed the acquisition of the Target from the Sellers. The Target's operating subsidiary is Less Common Metals Ltd. ("LCM"), a United Kingdom (U.K.)-based manufacturer of specialized rare earth metals and both cast and strip-cast alloys. LCM produces both light and heavy rare earth permanent magnet metals and alloys at scale in its facility in Cheshire, U.K. Pursuant to the Acquisition Agreement, the purchase price paid by Buyer was $100,000,000 in cash and 6.54 million shares of the Company's common stock (the "Acquisition Shares"), subject to the deposit of 1,010,782 shares of the Company's common stock into escrow and customary deductions for debt, and transaction expenses, as well as customary post-closing adjustments. The Acquisition Shares were issued in reliance on the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and in reliance on similar exemptions under applicable state laws. Each Seller represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D and acquired the Acqu

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information under Item 2.01 of this Current Report on Form 8-K related to the Acquisition Shares is incorporated herein by reference. This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On November 18, 2025 , the Company issued a press release announcing the closing of the Acquisition, a copy of which is furnished herewith as Exhibit 99.1. The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is "furnished" and shall not be deemed "filed" with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Business Acquired. The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information. The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this Current Report on Form 8-K is required to be filed. (d) Exhibits The following exhibits are attached with this current report on Form 8-K. Exhibit Number Description 2.1 Share Purchase Agreement, dated as of September 26, 2025, by and among Buyer, the Company, the Target, the Sellers and the Seller Representative (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on September 29, 2025) . 10.1 * Registration Rights Agreement, by and among the Company, Buyer, the Sellers and the Seller Representative. 99.1 * Press Release, dated November 18, 2025 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. The annexes schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. Cautionary Note Regarding Forward-Looking Statements Certain matters discussed in this Current Report on Form 8-K, including Exhibit 99.1, are or contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These statements, which involve risks and uncertainties include statements relating to the benefits of the Acquisition, including, without limitat

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