Form 8-K

8-K — USA Rare Earth, Inc.

Accession: 0001213900-26-068491

Filed: 2026-06-15

Period: 2026-06-15

CIK: 0001970622

SIC: 1000 (METAL MINING)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0294574-8k_usarare.htm (Primary)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF USAR AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2026 (ea029457401ex99-1.htm)

EX-99.2 — OTHER UPDATED DISCLOSURES (ea029457401ex99-2.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-06-15

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 15, 2026

USA Rare Earth, Inc.

(Exact Name of Registrant as Specified in its

Charter)

Delaware

001-41711

98-1720278

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

100 W. Airport Road, Stillwater, OK 74075

(Address of Principal Executive Offices) (Zip

Code)

(813) 867-6155

(Registrant’s telephone number, including

area code)

Not applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

USAR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

As previously announced, USA Rare Earth, Inc. (“USAR,”

“we,” “our,” and “us”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”),

dated as of April 19, 2026, by and among (i) USAR, (ii) Middlebury Merger Sub Ltd., a business company limited by shares incorporated

under the laws of the British Virgin Islands and an indirect, wholly owned Subsidiary of USAR, (iii) SVRE Holdings Ltd., a business company

limited by shares incorporated under the laws of the British Virgin Islands (“SVRE”), and (iv) Serra Verde Rare Earths Ltd.,

a company incorporated and existing under the laws of the British Virgin Islands, solely in its capacity as the representative of SVRE’s

shareholders. The Merger Agreement provides for the merger of SVRE with and into Merger Sub, with Merger Sub surviving such merger as

an indirect, wholly owned subsidiary of USAR.

Item 8.01 Other Events.

In connection with the transactions contemplated

by the Merger Agreement (the “Merger”), on June 15, 2026, USAR filed with the Securities and Exchange Commission (the “SEC”)

Amendment No. 1 (“Amendment No. 1”) to the preliminary proxy statement that that was filed on Schedule 14A on May 13, 2026

(together with Amendment No. 1, the “Preliminary Proxy Statement”), which included USAR’s unaudited pro forma condensed

combined financial statements as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025, giving effect

to the Merger (the “Updated USAR Pro Forma Financial Statements”). USAR is filing this Current Report on Form 8-K for the

purpose of disclosing the Updated USAR Pro Forma Financial Statements and certain other updated disclosures that were included in Amendment

No. 1. The Updated USAR Pro Forma Financial Statements and other updated disclosures are included in Exhibit 99.1 and Exhibit 99.2 hereto.

As a public company, our filings are subject to review by the SEC, including the Preliminary Proxy Statement, filed in connection with

the Merger, which includes USAR’s pro forma financial statements referenced above, which could cause changes or modifications to

such information.

Cautionary Note Regarding Forward-Looking Statements

This report, including the exhibits filed hereto,

contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements

include those relating to the proposed U.S. government collaboration and the expected timing of executing definitive documents relating

thereto, the proposed acquisition of Serra Verde Group (“SVG”), our business plans, strategy, goals and prospects, our plans

for and prospects of our other acquisitions, investments and other business development activities, including the announced Carester SAS

(“Carester”) and Texas Mineral Resources Corp. (“TMRC”) transactions and other statements regarding USAR’s

expectations for future development, operations, strategies, transactions and financial performance. Such statements can be identified

by the fact that they do not relate strictly to historical or current facts. Words such as “aim,” “anticipate,”

“believe,” “can,” “continue,” “could,” “estimate,” “expect,” “growth,”

“intend,” “may,” “might,” “plan,” “potential,” “project,” “propose,”

“should,” “target,” “vision,” “will,” “would” and similar expressions may

identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements are subject to risks

and uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from our expectations,

including without limitation: risks that the proposed transactions with Serra Verde Group, Carester SAS and Texas Mineral Resources Corp.

may not be consummated on their anticipated timelines or at all; we may not realize the anticipated benefits of our proposed and prior

acquisitions, including expected synergies, financial performance, estimated EBITDA and, in the case of Serra Verde Group, integration

of operations, on the anticipated timeline or at all; the ability of our Stillwater facility or other future magnet manufacturing facilities

to commence commercial operations on the timing and with the production capacity anticipated or at all; our limited operating history;

our ability to commercially extract minerals from the Round Top deposit on our anticipated timeline or at all; risks that we may experience

delays, unforeseen expenses, increased capital costs, and other complications in operating our business; our ability to raise necessary

capital on acceptable terms or at all; potential dilution to existing stockholders and adverse effect on our stock price if we issue

additional common stock or equity-linked securities; the volatility of our stock price; our ability to satisfy project milestones and

other conditions to disbursement under our financing arrangement with the Department of Commerce (“DOC”) on the anticipated

timeline or at all; our dependence on continued governmental support for the DOC financing transactions, which remains subject to changes

in laws, regulations, administrations and appropriations; extensive affirmative and negative covenants, domestic content and national

security guardrail provisions and ongoing reporting obligations in the DOC financing agreements that restrict our operational and financial

flexibility; the risk that defaults under the DOC funding agreements could trigger cross-defaults across our financing arrangements;

the impact of the DOC’s equity interest in us on our ability to pursue strategic transactions and on our relationships with customers,

suppliers, partners and other counterparties; the availability of rare earth oxide, metal feedstock and other materials, utilities (including

power and water) and equipment in quantities and prices that allow us to develop and commercially operate our Stillwater facility and

other facilities; our ability to meet individual customer specifications and manufacture a consistently high quality product; fluctuations

in demand for and prices of our products, including without limitation as a result of dumping, predatory pricing and other tactics by

the Company’s competitors or state actors or the overall competitive environment; our ability to achieve positive cash flow or

profitability or the ability to access cash flow within our corporate structure due to restrictions contained in our financing agreements;

our ability to convert current commercial discussions and/or memorandums of understanding with customers for the sale of our neo magnets

and other products into definitive orders; geopolitical developments or disruptions, such as changes in the political environment, export/import

or environmental policy of the People’s Republic of China, the United States or other countries in which we operate or sell products

or otherwise; war, terrorism, natural disasters or public health emergencies; our ability to retain or recruit key personnel; environmental,

health and safety regulations; and our ability to comply with requirements for federal, state and local government incentives and financing.

Additional risks and detailed information regarding

factors that may cause actual results to differ materially has been and will be included in the Company’s filings with the SEC.

Any forward-looking statements speak only as of the date of this report (or such other date as is specified in such statements), and USAR

undertakes no obligation to update any forward-looking statements as a result of new information or future events or developments, except

to the extent required by law.

Additional Information and Where to Find It

In connection with the Merger, USAR filed the Preliminary

Proxy Statement and, following SEC review, intends to file a definitive proxy statement (together with any amendments or supplements thereto,

the “Proxy Statement”), to be distributed to USAR’s stockholders in connection with USAR’s solicitation

of proxies for the vote by USAR’s stockholders with respect to the issuance of USAR common stock as merger consideration and other

matters described in the Proxy Statement. SVRE’s shareholders approved the merger by written consent which was delivered concurrently

with the signing of the merger agreement and will not receive a proxy statement or prospectus. USAR also plans to file with or furnish

to the SEC other relevant documents regarding the Merger. After SEC review of the preliminary proxy statement is completed, the definitive

Proxy Statement will be mailed to stockholders of USAR. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS

ARE 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

AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR

WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.

Investors and security holders will be able to

obtain free copies of the Proxy Statement and other documents containing important information about USAR and the Merger, once such documents

are 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

furnished to the SEC by USAR will be available free of charge on USAR’s website at investors.usare.com or by contacting USAR’s

Investor Relations department by email at IR@usare.com. The information included on, or accessible through, USAR’s website is not

incorporated by reference into this communication.

Participants in the Solicitation

USAR and certain of its directors and executive

officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies in respect

of the Merger.

Information about the directors and executive officers

of USAR, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in USAR’s

Preliminary Proxy Statement. Any changes in the holdings of USAR’s securities by USAR’s directors or executive officers from

the amounts described in the Preliminary Proxy Statement will be reflected in Statements of Changes in Beneficial Ownership on Form 4

(“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”)

subsequently filed with the SEC and available at the SEC’s website at www.sec.gov. Additional information regarding the interests

of such participants will be contained in the Proxy Statement when available.

No Offer or Solicitation

This communication is for informational purposes

only 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,

or a solicitation of any vote or approval on the Merger or otherwise, nor shall there be any sale of securities in any jurisdiction in

which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities

Act of 1933, as amended, or pursuant to an applicable exemption therefrom.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are attached with this current

report on Form 8-K:

Exhibit No.

Description

99.1

Unaudited pro forma condensed combined financial statements of USAR as of and for the three months ended March 31, 2026, and for the year ended December 31, 2025

99.2

Other Updated Disclosures

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

USA Rare Earth, Inc.

Date: June 15, 2026

By:

/s/ Valerie Ford Jacob

Valerie Ford Jacob

Chief Legal Officer

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF USAR AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2026

EX-99.1

Filename: ea029457401ex99-1.htm · Sequence: 2

Exhibit 99.1

UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined

financial information is derived from the historical consolidated financial statements of USA Rare Earth, Inc. (“USAR” or

the “Company”), and the historical consolidated financial statements of SVRE Holdings Ltd. (“SVRE”), and gives

effect to (i) the Merger (as defined below), (ii) the Private Placement (as defined below), (iii) the Retained Finance Agreement

(as defined below), (iv) the Offtake Agreement (as defined below), and (v) the issuance of Earnout Shares (as defined below) (collectively,

the “Pro Forma Transactions”).

On August 21, 2024, Inflection Point Acquisition

Corp. II, a Cayman Islands exempted company (“IPXX”) entered into a Business Combination Agreement (as amended on November 11,

2024 and January 30, 2025, the “Business Combination Agreement”), by and among IPXX, USA Rare Earth, LLC, a Delaware

limited liability company, and IPXX Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of IPXX. Pursuant

to the Business Combination Agreement, IPXX Merger Sub, LLC merged with and into USA Rare Earth, LLC, with USA Rare Earth, LLC continuing

as the surviving company, and IPXX changed its name to USA Rare Earth, Inc. On March 13, 2025, USAR consummated the previously announced

merger contemplated by the Business Combination Agreement and USA Rare Earth, LLC became a direct wholly owned subsidiary of USAR. This

transaction is already reflected in the USAR historical audited consolidated balance sheet as of December 31, 2025 and the historical

statement of operations of IPXX from January 1, 2025 to March 12, 2025 is not material to the pro forma presentation of the

Merger (as defined below) for the purpose of unaudited pro forma condensed combined statement of operations.

Merger

On April 19, 2026, USAR entered into a Merger

Agreement by and among (i) USAR, (ii) Middlebury Merger Sub Ltd. (“Merger Sub”), (iii) SVRE, and (iv) Serra

Verde Rare Earths Ltd. The Merger Agreement provides for the merger of SVRE with and into Merger Sub, with Merger Sub surviving such merger

as an indirect, wholly owned subsidiary of USAR (the “Merger”), subject to the satisfaction or waiver of the conditions precedent

to such closing. In the Merger, USAR will issue 126,849,307 shares of USAR’s common stock, par value $0.0001 per share (“Common

Stock”) and pay an aggregate of $300 million of merger consideration.

Upon closing, all outstanding warrants of SVRE will

be automatically exercised and converted into SVRE ordinary shares immediately prior to the Merger. All outstanding RSUs and SARs, whether

vested or unvested, will accelerate in full and be cancelled in exchange for a pro rata portion of the merger consideration. Stock options

not subject to performance conditions will be similarly cancelled on a cashless basis for merger consideration, while performance-vesting

options held by continuing service providers will be substituted with USAR RSUs subject to continued service vesting. SVRE’s equity

incentive plan will be terminated at closing.

Private Placement

On January 26, 2026, USAR, entered into a securities

purchase agreement, for the private placement of 69,767,442 shares of the USAR’s Common Stock, for aggregate gross proceeds of approximately

$1.5 billion, at a price per share of $21.50 (the “Private Placement”). USAR closed the Private Placement and issued

the shares of Common Stock on January 28, 2026.

Parent Loan Agreement

On January 26, 2026, USAR also entered

into non-binding letters of intent with the U.S. Department of Commerce (the “DOC”) covering a total of approximately

$1.6 billion, including $277.0 million in direct funding awards under the Creating Helpful Incentives to Produce

Semiconductors and Science Act (the “CHIPS Act”), and $1.3 billion in senior secured debt with a 15-year term with

an expected rate of United States Treasury + 150 basis points (collectively, the “Expected U.S. Government

Transaction”). Disbursement of the direct funding and debt proceeds to USAR is contingent upon USAR achieving certain project,

financing and commercial milestones. The letter of intent for the Expected U.S. Government Transaction is non-binding and

remains subject to negotiation and execution of definitive documentation (the “Definitive Agreements”), satisfaction of

conditions precedent, and final government approvals. The Definitive Agreements were entered into on June 3, 2026. Considering that

the Definitive Agreements require USAR to make investments and take future actions to receive funds, no adjustments for the Expected

U.S. Government Transactions have been included within the unaudited pro forma condensed combined financial information.

Concurrently with the execution and delivery of,

and as inducement to enter into, the Direct Funding Agreement, USAR has entered into a Securities Issuance Agreement (the “Securities

Issuance Agreement”) with the DOC pursuant to which USAR will issue to the DOC 16,132,790 shares of USAR Common Stock (the “SIA

Shares”) and a warrant (the “DOC Warrant”) to purchase 17,600,584 shares of USAR Common Stock (the “Warrant Shares”)

at an exercise price of $17.17 per share.

The Company’s accounting for the Securities

Issuance Agreement, including the issuance of the SIA Shares and the DOC warrant is preliminary. Accordingly, the treatment depicted in

the unaudited pro forma condensed financial information may change as the Company completes its accounting assessment. Based on preliminary

conclusions, the issuance of the SIA Shares has been reflected in the unaudited pro forma condensed combined balance sheet as of March

31, 2026 as an increase in stockholders’ equity, with a corresponding deferred financing cost recorded within other non-current

assets. The deferred financing cost will commence amortization upon the initial drawdown of proceeds under the Direct Funding Agreement,

which is subject to the achievement of various project-specific milestones, the making of cash equity contributions by USAR to its subsidiaries,

the satisfaction of financial ratio and liquidity thresholds, the receipt of required permits and approvals and other customary conditions,

which have not yet been satisfied. As the Company does not currently have access to draw funds under the Direct Funding Agreement as of

the date of this filing, no amortization of the deferred financing cost has been reflected in the accompanying unaudited pro forma condensed

combined financial information. The Company is in the process of determining its fair value and the proper accounting treatment of the

DOC Warrant as of the issuance date. The fair value of the DOC Warrant may be material when recorded. Accordingly, no pro forma adjustment

related to the DOC Warrant has been included in the accompanying unaudited pro forma condensed combined financial information. The fair

value and the accounting of the DOC Warrant will be determined and recorded in the Company’s financial statements for the period

ending June 30, 2026.

The Retained Finance Agreement

On January 21, 2026, SVRE entered into a Finance

Agreement with the United States International Development Finance Corporation (the “DFC”), which was amended on March 5,

2026 (as further amended from time to time, the “Retained Finance Agreement”). The Retained Finance Agreement provides SVRE

with long-term debt financing to support its rare earth mining and processing operations in an aggregate committed amount not to exceed

$565 million, consisting of (i) an initial loan tranche with a principal amount not to exceed $465 million (the “Initial

Loan”), and (ii) a second loan tranche with a principal amount not to exceed $100 million (the “Incremental Loan”).

As of March 31, 2026, the aggregate outstanding principal amount of indebtedness of SVRE and its subsidiaries under the Retained

Finance Agreement was $325 million.

On May 28, 2026, SVRE and the DFC entered into

the Second Amendment to the Finance Agreement, which formalized the inclusion of a $100 million Incremental Loan as a second tranche

under the existing $465 million Initial Loan facility. The Second Amendment also extended the loan term for both tranches from up to

12 years to up to 15 years from the first closing date, upon the execution of the Offtake Agreement (see discussion below). In

connection with the Incremental Loan, DFC was issued two warrants (the “DFC Warrants”) granting a combined 12% fully

diluted equity interest in the Company, which will automatically exercise upon the closing of the Merger, at which point the

Incremental Loan shall be deemed extinguished in full. The Incremental Loan was closed on June 4, 2026.

The Initial Loan issuance was reflected in the

historical unaudited condensed consolidated balance sheet of SVRE as of March 31, 2026, accordingly, no adjustment has been

reflected within the unaudited pro forma condensed combined balance sheet for such amounts. The Incremental Loan and the DFC

Warrants issuance on June 4, 2026, and the DFC Warrants exercise and extinguishment of the Incremental Loan upon the closing of the

Merger, have been included as an other material transaction adjustment within the unaudited pro forma condensed combined balance

sheet as of March 31, 2026. Adjustments for the Initial Loan have been included within the unaudited pro forma condensed combined

statement of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 assuming the Initial Loan

was entered and drawn down on January 1, 2025.

The Offtake Agreement

On or about the date of the Merger Agreement, SV

Management Switzerland AG (“SV Management Switzerland”), a subsidiary of SVRE, entered into an offtake agreement with a special

purpose vehicle capitalized by the U.S. government, as well as private capital sources (the “Counterparty”) (as amended from

time to time, the “Offtake Agreement”) for the long-term supply of rare earth materials produced by SVRE.

The Offtake Agreement provides for the sale of 100%

of the rare earth products produced from phase one of the Pela Ema project, subject to limited carve-outs, although SVRE’s delivery

obligation will be reduced to 75% of phase one production if the Incremental Loan is not fully disbursed by the agreed date. The agreement

remains in effect until the earlier of specified production-based volume delivery thresholds and the date that is 20 years after

the date on which SVRE’s facility becomes capable of producing the contemplated products (the “Commercial Operations Date”),

unless extended with the consent of the U.S. government. Pricing is based on annually escalated contractual floor prices, with amounts

above the applicable floor price, as well as certain cost savings and yield variances, allocated 70% to SV Management Switzerland and

30% to the Counterparty. Commencement of deliveries is subject to the satisfaction or waiver of specified conditions precedent by the

agreed long-stop date, June 12, 2026, and either party may terminate the agreement without liability if such conditions are not satisfied

or waived by that date. As the Offtake Agreement has been executed subsequent to March 31, 2026, adjustments related to the Offtake agreement

have been included within the unaudited pro forma condensed combined financial statements.

Issuance of Earnout Shares

In connection with the business combination between

the Company and USA Rare Earth, LLC, the Company agreed to issue common stock of the Company (the “earnout shares”) to certain

shareholders of USA Rare Earth, LLC in two tranches upon the occurrence of certain triggering events. On April 15, 2026, the Company achieved

the market-price condition for the first tranche of earnout shares, as the Company’s common stock exceeded $15.00 per share for

at least 20 out of 30 consecutive trading days. 5.05 million shares were issued to USA Rare Earth, LLC shareholders. The second tranche

of 5.05 million earnout shares were issued on May 15, 2026 when the Company achieved the market-price condition for the second tranche,

as the Company’s common stock exceeds $20.00 per share for at least 20 out of 30 consecutive trading days.

The earnout shares were classified as liabilities

and remeasured at fair value on a recurring basis prior to conversion. Upon issuance of the two tranches of the earnout shares, the related

earnout liability was reclassified to common stock and additional paid-in capital. The effect of the conversion has been included within

the unaudited pro forma condensed combined balance sheet as of March 31, 2026.

Presentation Periods

The unaudited pro forma condensed combined financial

information has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying

notes.

The unaudited pro forma condensed combined balance

sheet as of March 31, 2026 combines the unaudited condensed consolidated balance sheet of USAR as of March 31, 2026 with the

unaudited condensed consolidated balance sheet of SVRE as of March 31, 2026, giving effect to the Pro Forma Transactions as if it

had been consummated on March 31, 2026.

The unaudited pro forma condensed combined statement

of operations for the three months ended March 31, 2026 combines the unaudited condensed consolidated statement of operations of USAR

for the three months ended March 31, 2026 with the unaudited condensed consolidated statement of operations of SVRE for the three months

ended March 31, 2026, giving effect to the Pro Forma Transactions as if it had been consummated on January 1, 2025.

The unaudited pro forma condensed combined statement

of operations for the year ended December 31, 2025 combines the audited consolidated statement of operations of USAR for the year

ended December 31, 2025 with the audited consolidated statement of operations of SVRE for the year ended December 31, 2025,

giving effect to the Pro Forma Transactions as if it had been consummated on January 1, 2025.

The unaudited pro forma condensed combined financial

information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying

notes:

● The historical audited consolidated financial statements of

USAR as of and for the year ended December 31, 2025, as included in the Company’s Annual Report on Form 10-K filed with the SEC

on March 30, 2026;

● The historical unaudited condensed consolidated financial

statements of USAR as of and for the three months ended March 31, 2026, as included in the Company’s Quarterly Report on Form 10-Q

filed with the SEC on May 14, 2026;

● The historical audited financial statements of SVRE as of

and for the year ended December 31, 2025, included as Exhibit 99.3 in the Company’s Current Report on Form 8-K filed with the SEC

on May 13, 2026.

The historical unaudited condensed consolidated

balance sheet and statement of operations of SVRE as of and for the three months ended March 31, 2026 are derived from the books and records

of SVRE. The unaudited pro forma condensed combined financial information should also be read together with other financial information

included elsewhere or filed with the SEC.

Accounting for the Merger

The unaudited pro forma condensed combined financial

information has been prepared using the acquisition method of accounting in accordance with accounting principles generally accepted in

the United States (“U.S. GAAP”). USAR has been identified as an accounting acquirer for accounting purposes, and

thus accounts for the Merger as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations

(“ASC 805”). Under the acquisition method of accounting, SVRE’s assets and liabilities will be recorded at their

respective fair values. Any difference between the purchase price for SVRE and the fair value of the identifiable net assets acquired

(including intangibles) will be recorded as goodwill. The assets and liabilities of SVRE have been measured based on various preliminary

estimates using assumptions that USAR’s management believes are reasonable and based on currently available information. Accordingly,

the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed combined

financial information.

Differences between these preliminary estimates

and the final purchase accounting may occur, and the final purchase accounting could be materially different from the preliminary estimates

used to prepare the accompanying unaudited pro forma condensed combined financial information and could have a material impact on the

combined company’s future results of operations and financial position.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial

information appearing below does not consider any potential effects of changes in market conditions on revenues or expense efficiencies,

among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase

price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly

from what will be recorded upon completion of the final purchase price allocation.

The unaudited pro forma condensed combined financial

information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described

in the notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments reflect transaction accounting

adjustments related to the Pro Forma Transactions, which are discussed in further detail below. The unaudited pro forma condensed combined

financial information is presented for illustrative purposes only and do not purport to represent the combined company’s consolidated

results of operations or the consolidated financial position that would actually have occurred had the Pro Forma Transactions been consummated

on the dates assumed or to project the combined company’s consolidated results of operations or consolidated financial position

for any future date or period.

The accounting policies followed in preparing the

unaudited pro forma condensed combined financial information are those used by USAR as set forth in the audited historical financial statements.

Based on the Company’s initial review and understanding of SVRE’s significant accounting policies, there are no material adjustments

required at this time to conform SVRE’s historical financial information to USAR’s significant accounting policies. A more

comprehensive comparison and assessment will occur, which may result in additional differences being identified. Additionally, USAR has

included certain preliminary presentation adjustments for consistency in the financial statement presentation. See Notes 2 and 3 below

for more information.

The unaudited pro forma condensed combined

financial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost

savings or synergies that may be achieved because of the Merger.

USAR and SVRE have not had any historical material

relationship prior to the Merger. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Unaudited Pro Forma Condensed Combined Balance

Sheet

As of March 31, 2026

(in thousands)

USAR

Historical

SVRE

Historical

Presentation

Adjustments

Transaction

Accounting

Adjustments

Other

Material

Transactions

Pro Forma

Combined

ASSETS

Current assets

Cash and cash equivalents

$ 1,749,644

$ 110,417

$ (300,000 )

(B)

$ 99,000

(E)

$ 1,659,061

Accounts receivables

5,691

5,722

Other receivables

—

241

(241 )

(A)

—

Inventories

28,430

21,231

49,661

Prepaid expenses and other current assets

6,621

3,760

241

(A)

10,622

Total current assets

1,790,386

135,680

—

(300,000 )

99,000

1,725,066

Property, plant and equipment, net

118,967

611,588

1,000

(A)

2,510,291

(B)

3,227,041

(14,805 )

(A)

Mineral interests

17,339

—

14,805

(A)

32,144

Goodwill

134,848

—

1,090,843

(B)

(99,000

)

1,126,691

Other intangible assets, net

67,255

—

246,691

(B)

313,946

Equipment deposits

5,364

—

5,364

Operating lease right-of-use assets

473

—

473

Other non-current assets

207

1,193

(1,000 )

(A)

451,395

(F)

451,795

Total assets

$ 2,134,839

$ 748,461

$ —

$ 3,547,825

$ 451,395

$ 6,882,520

LIABILITIES, MEZZANINE AND STOCKHOLDER’S EQUITY

Liabilities

Current liabilities

Accounts payable

$ 17,084

$ 15,647

$ (6,702 )

(A)

$ 26,029

Accrued liabilities

21,360

—

13,190

(A)

113,000

(C)

147,995

445

(A)

Contract liabilities

10,377

—

10,377

Salaries and social charges

—

6,488

(6,488 )

(A)

—

Taxes payable

—

414

Other current liabilities

—

445

(445 )

(A)

—

Royalty agreement

—

11,443

DFC Loan

—

2,232

Finance leases, current

286

933

1,219

Operating leases, current

232

—

232

Total current liabilities

49,339

37,602

—

113,000

—

199,941

Royalty agreement

—

65,534

149,881

(B)

215,415

DFC Loan

—

297,009

Please refer to the notes to the unaudited

pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Balance

Sheet

As of March 31, 2026 — (Continued)

(in thousands)

USAR

Historical

SVRE

Historical

Presentation

Adjustments

Transaction

Accounting

Adjustments

Other

Material

Transactions

Pro

Forma

Combined

Asset

retirement obligations

—

4,738

Deferred

grant income

8,414

—

8,414

Finance

leases, non-current

519

180

699

Operating

leases, non-current

244

—

244

Other

liabilities

—

1,564

Earnout

liability

145,080

—

(145,080 )

(D)

—

Warrant

liability

26,491

14,841

(14,841 )

(B)

26,491

Deferred

tax liability

16,179

—

886,414

(B)

902,593

Total

liabilities

246,266

421,468

—

1,134,454

(145,080 )

1,657,108

Commitments

and contingencies

Mezzanine

equity

12%

Series A Cumulative Convertible Preferred Stock

9,614

—

9,614

Total

mezzanine equity

9,614

—

9,614

Stockholders’

equity

Common

stock

—

(B)

(D)

(F)

Accumulated

other comprehensive income (loss)

(200 )

(18,126 )

18,126

(B)

(200 )

Additional

paid-in capital

2,332,912

615,756

(615,756 )

(B)

215,826

(D)

5,853,479

2,853,348

(B)

451,393

(F)

Accumulated

deficit

(454,349 )

(270,637 )

270,637

(B)

(70,747 )

(D)

(638,096 )

Non-controlling

interest

574

—

574

Total

stockholders’ equity

1,878,959

326,993

—

2,413,371

596,475

5,215,798

Total

liabilities, mezzanine equity, and stockholder’s equity

$ 2,134,839

$ 748,461

$ —

$ 3,547,825

$ 451,395

$ 6,882,520

Please refer to the notes to the unaudited pro

forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement

of Operations

For the Three Months Ended March 31, 2026

(in thousands except per share amounts)

USAR

Historical

SVRE

Historical

Presentation

Adjustments

Transaction

Accounting

Adjustments

Other

Material

Transactions

Pro Forma

Combined

Revenue

$ 5,698

$ 588

$ 6,286

Cost of revenue

5,592

5,009

10,601

Gross profit

106

(4,421 )

—

(4,315 )

Operating expenses:

Selling, general and administrative

21,175

8,026

346

(AA)

1,219

(DD)

30,766

Research and development

14,249

—

14,249

Amortization of intangible assets

1,357

—

1,357

Other expenses, net

—

2,365

Total operating expenses

36,781

10,391

346

1,219

—

48,737

Loss from operations

(36,675 )

(14,812 )

(346 )

(1,219 )

—

(53,052 )

Other (expense) income, net:

Interest and dividend income

11,970

175

12,145

Loss on fair market value of financial instruments, net

(43,553 )

—

(6,216 )

(AA)

6,216

(EE)

(43,553 )

Interest expense and other loss, net

(593 )

(12,218 )

6,562

(AA)

2,276

(FF)

(6,547 )

(4,028 )

(GG)

1,454

(HH)

Grant income

206

—

206

Foreign currency exchange, net

—

15,800

Total other expense, net

(31,970 )

3,757

346

—

5,918

(21,949 )

Loss before taxes

(68,645 )

(11,055 )

—

(1,219 )

5,918

(75,001 )

Benefit from income taxes

(577 )

—

(577 )

Net loss

(68,068 )

(11,055 )

—

(1,219 )

5,918

(74,424 )

Net loss attributable to non-controlling interest

(1,079 )

—

(1,079 )

Net loss attributable to USA Rare Earth, Inc.

$ (66,989 )

$ (11,055 )

$ —

$ (1,219 )

$ 5,918

$ (73,345 )

Net loss per share attributable to USA Rare Earth, Inc.:

Basic and diluted

$ (0.34 )

$ (0.06 )

$ (0.21 )

Number of shares used in per share calculations:

Basic and diluted

196,479

193,429

349,561

Please refer to the notes to the unaudited pro

forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement

of Operations

For the Year Ended December 31, 2025

(in thousands except per share amounts)

USAR

Historical

SVRE

Historical

Presentation

Adjustments

Transaction

Accounting

Adjustments

Other

Material

Transactions

Pro Forma

Combined

Revenue

$ 1,643

$ 2,486

$ 4,129

Cost of revenue

1,448

36,105

37,553

Gross profit

195

(33,619 )

—

(33,424 )

Operating expenses:

Selling, general and administrative

43,135

25,803

278

(AA)

113,000

(CC)

192,609

10,393

(DD)

Research and development

15,885

—

15,885

Amortization of intangible assets

678

—

678

Other expenses, net

—

1,440

Total operating expenses

59,698

27,243

278

123,393

—

210,612

Loss from operations

(59,503 )

(60,862 )

(278 )

(123,393 )

—

(244,036 )

Other (expense) income, net:

Interest and dividend income

5,446

2,671

8,117

Loss on fair market value of financial instruments, net

(244,488 )

—

(7,652 )

(AA)

7,652

(EE)

(244,488 )

Interest expense and other income (loss), net

(139 )

(9,873 )

7,930

(AA)

4,268

(FF)

(23,320 )

(26,206 )

(GG)

700

(HH)

Foreign currency exchange, net

—

49,532

Total other expense, net

(239,181 )

42,330

278

—

(13,586 )

(210,159 )

Loss before taxes

(298,684 )

(18,532 )

—

(123,393 )

(13,586 )

(454,195 )

Benefit from income taxes

(160 )

—

(160 )

Net loss

(298,524 )

(18,532 )

—

(123,393 )

(13,586 )

(454,035 )

Net loss attributable to non-controlling interest

(965 )

—

(965 )

Net loss attributable to USA Rare Earth, Inc.

$ (297,559 )

$ (18,532 )

$ —

$ (123,393 )

$ (13,586 )

$ (453,070 )

Net loss per share attributable to USA Rare Earth, Inc.:

Basic and diluted

$ (3.31 )

$ (0.10 )

$ (1.54 )

Number of shares used in per share calculations:

Basic and diluted

98,021

193,429

310,771

Please refer to the notes to the unaudited pro

forma condensed combined financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

1. Basis of Presentation

The pro forma adjustments have been prepared as

if the Pro Forma Transactions had been consummated on March 31, 2026, in the case of the unaudited pro forma condensed combined balance

sheet, and, in the case of the unaudited pro forma condensed combined statements of operations, as if the Pro Forma Transactions had been

consummated on January 1, 2025, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements

of operations.

The unaudited pro forma condensed combined financial

information has been prepared assuming the acquisition method of accounting in accordance with U.S. GAAP. Under this method,

SVRE’s assets and liabilities will be recorded at their respective fair values. Any difference between the purchase price for SVRE

and the fair value of the identifiable net assets acquired (including intangibles) will be recorded as goodwill. The assets and liabilities

of SVRE have been measured based on various preliminary estimates using assumptions that USAR’s management believes are reasonable

and based on currently available information. Accordingly, the pro forma adjustments are preliminary and have been made solely for the

purpose of providing this unaudited pro forma condensed combined financial information.

The pro forma adjustments represent management’s

estimates based on information available as of June 12, 2026 and are subject to change as additional information becomes available and

additional analyses are performed.

USAR has performed a preliminary review to identify

any accounting policy differences between the accounting policies used in SVRE’s financial statements and those of the Company,

where the impact was potentially material and could be reasonably estimated, with the Company identifying no such differences.

2. Adjustments to the Unaudited Pro Forma Condensed Combined Balance

Sheet as of March 31, 2026

The adjustments included in the unaudited pro forma

condensed combined balance sheet as of March 31, 2026 are as follows:

(A) Reflects reclassification adjustments to conform SVRE’s

historical balances to the financial statement presentation of USAR.

(B) Reflects the purchase price allocation adjustments to record

SVRE’s identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The related

statement of operations adjustments are reflected at adjustment (BB). This adjustment reflects the recording of the preliminary estimate

of goodwill and the elimination of the historical equity balances of SVRE. Additionally, the adjustment removes SVRE’s outstanding

warrant liability, to reflect the conversion of all warrants into SVRE’s ordinary shares immediately prior to the Merger.

Pursuant to ASC 805, the preliminary purchase price

was allocated among the identified net assets to be acquired, based on a preliminary analysis. Goodwill is expected to be recognized

as a result of the Merger, which represents the excess fair value of consideration over the fair value of the underlying net assets of

SVRE. The deferred income taxes represent the deferred tax impact associated with the incremental differences in book and tax basis

created from the preliminary purchase price allocation. Deferred taxes associated with estimated fair value adjustments were calculated

using the statutory corporate tax rate in Brazil of 34%. The estimates of fair value are based upon preliminary valuation assumptions,

and are believed to be reasonable, but are inherently uncertain and unpredictable. As a result, actual results may differ from estimates,

and the difference may be material.

The following is a preliminary estimate of fair value of the

assets acquired and the liabilities assumed by USAR in the Merger, reconciled to the estimated purchase consideration (in thousands):

Net Assets Identified

Preliminary

Estimate of

Fair Value

Cash and cash equivalents

$ 209,417

Accounts receivable

Inventories

21,231

Prepaid expenses and other current assets

4,001

Property, plant and equipment, net (incl. mineral interests)(1)

3,122,879

Other intangible assets, net(2)

246,691

Other non-current assets

193

Accounts payable

(8,945 )

Accrued liabilities

(13,635 )

Tax payable

(414 )

Royalty agreement – current(3)

(11,443 )

DFC loan, current

(2,232 )

Finance lease, current

(933 )

Royalty agreement – noncurrent(3)

(215,415 )

DFC loan, noncurrent

(297,009 )

Asset retirement obligations

(4,738 )

Finance leases, non-current

(180 )

Other liabilities

(1,564 )

Deferred tax liabilities

(886,414 )

Total net assets identified

$ 2,161,521

Goodwill

991,843

Total purchase consideration

$ 3,153,364

Value Conveyed

Cash consideration(4)

$ 300,000

Equity consideration(5)

2,850,304

Pre-combination expense for vested performance stock options(6)

3,060

Total purchase consideration

$ 3,153,364

(1) The $3.1 billion allocated to property, plant and equipment,

net, is related to development stage properties. Upon the closing of the Merger, the mine will continue to be designated as a development

stage property, and related development costs will continue to be capitalized until the milestones necessary to be considered operational

are achieved. An expansion and optimization project is currently being implemented that is expected to result in higher production capacity,

a sustained lower operating cost profile and enhanced product quality. Construction is expected to be completed, and commercial operations

are expected to commence in 2027.

(2) Other intangible assets is comprised of an Offtake Agreement.

The Offtake Agreement asset is expected to be amortized on a systematic basic using the units of production method. As of the date of

the Form 8-K in which these pro forma financial statements are included, delivery pursuant to the Offtake Agreement has not started.

Accordingly, amortization of the Offtake Agreement had not commenced as of the pro forma transaction date and no related amortization

expense has been reflected in the unaudited pro forma condensed combined statement of operations.

(3) This reflects an increase in the fair value of the liability

for royalty payments due to an increase in estimated future cash payments. The increase in estimated future cash payments is primarily

related to the anticipated impact of the Offtake Agreement.

(4) This amount represents cash consideration paid to SVRE’s

shareholders.

(5) Equity consideration is provided in the form of Common Stock

of USAR and is calculated as 126,849,307 shares of USAR Common Stock to be issued to SVRE shareholders, multiplied by $22.47, the closing

share price of USAR on June 5, 2026.

The

following table shows the effect of changes in USAR’s share price and the resulting impact on the estimated purchase consideration,

and estimated goodwill:

Change in Share Price of USAR

Price

Estimated

Purchase

Consideration

(in thousands)

Estimated

Goodwill

(in thousands)

Increase of 25%

$ 28.09

$ 3,865,939

$ 1,704,419

Decrease of 25%

16.85

2,440,787

279,267

(6) This reflects the pre-combination expense pertaining to options

to purchase SVRE shares subject to performance-vesting conditions (the “Performance-Vesting Options”) which will be substituted

with USAR time-vesting restricted stock units.

transaction costs, primarily comprised of investment banking fees, legal fees, issuance costs, accounting and audit fees, and other related

advisory costs. No amount was incurred and accrued on the balance sheet as of March 31, 2026. The related income statement adjustment

is reflected at adjustment (CC).

(D) Reflects the issuance of USAR’s common stock in an amount

of $216 million upon conversion of earnout liabilities of $145 million. The $71 million increase in fair value of the earnout liability

between March 31, 2026 and the conversion dates will be recorded as loss on fair market value of financial instruments, net in the Company’s

unaudited condensed statement of operations for the three and six months ended June 30, 2026.

(E) Reflects i) the issuance of the Incremental Loan pursuant to the Retained

Finance Agreement in an amount of $100 million, net of estimated debt issuance costs of $1 million; ii) the reduction to goodwill due

to the increase of the SVRE’s net assets of $99 million. The warrant liability upon the issuance of the DFC Warrants will be eliminated

upon the closing of the Merger, at which point the DFC Warrants will be exercised. The Incremental Loan will be deemed to be extinguished

upon the exercise of the DFC Warrants, pursuant to which the outstanding principal amount of the Incremental Loan shall be deemed repaid

in full, and unpaid accrued interest will be settled in cash. The amount of the interest accrual will be determined upon the closing of

the Merger. As both the DFC Warrant and the Incremental Loan are assumed to be exercised and extinguished, respectively, upon the closing

of the Merger, no adjustment has been reflected in the unaudited pro forma condensed combined statement of operations. The recognition

of the Incremental Loan and DFC Warrant liability will be recorded in SVRE’s unaudited condensed financial statements as of and

for the six months ended June 30, 2026.

(F) Reflects the issuance of 16,132,790 shares of USAR common stock, with

a fair value of approximately $451 million to the DOC pursuant to the Securities Issuance Agreement dated June 3, 2026, as a condition

precedent to the Direct Funding Agreement under the CHIPS Act. The corresponding deferred financing cost will commence amortization upon

the initial drawdown of proceeds under the Direct Funding Agreement.

3. Adjustments to the Unaudited Pro Forma Condensed Combined Statement

of Operations for the three months ended March 31, 2026 and for the year ended December 31, 2025

The adjustments included in the unaudited pro forma

condensed combined statement of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 are

as follows:

(AA) Reflects a reclassification adjustment to conform SVRE’s

historical expenses to the financial statement presentation of USAR.

(CC) Reflects the recognition of nonrecurring expenses related

to estimated transaction costs in the amount of $113 million, which are primarily comprised of investment banking fees, legal fees, issuance

costs, accounting and audit fees, and other related advisory costs. The related balance sheet adjustment is reflected at adjustment (C).

(DD) Reflects the recognition of post-combination stock-based compensation

expense in the amount of $1.2 million for the three months ended March 31, 2026 and $10.4 million for the year ended December 31, 2025

related to Performance-Vesting Options which will be substituted with USAR time-vesting restricted stock units.

(EE) Reflects the elimination of the recognized loss due to the

change in fair value of warrant liability in an amount equal to $6.2 million for the three months ended March 31, 2026 and $7.7 million

for the year ended December 31, 2025 related to the private placement warrants issued by SVRE to its investors. These warrants will be

settled through equity consideration to the holders pursuant to the Merger. The related balance sheet adjustment is reflected in adjustment

(B).

(FF) Reflects the elimination of interest related to Class A Preferred

Shares in an amount equal to $2.3 million for the three months ended March 31, 2026 and $4.3 million for the year ended December 31,

2025 due to their redemption pursuant to the side letter agreement, dated March 5, 2026, between SVRE and Orion.

(GG) Reflects estimated interest expense related to long-term debt

financing of SVRE pursuant to the Retained Finance Agreement, calculated using an estimated interest rate of Term SOFR plus 4%. This

adjustment also includes the amortization of estimated debt discount and debt issuance costs of $0.5 million for the three months ended

March 31, 2026 and $1.9 million for the year ended December 31, 2025. An increase or decrease of one-eighth of a percent in the interest

rate would not result in a significant change in interest expense for the three months ended March 31, 2026 and for the year ended December

31, 2025.

(HH) Reflects the elimination of interest related to the OMF Credit

Agreement in an amount equal to $1.5 million for the three months ended March 31, 2026 and $0.7 million for the year ended December 31,

2025 due to their repayment.

4. Unaudited Pro Forma Net Loss Per Share

The pro forma net loss per share calculations have

been performed for the three months ended March 31, 2026 and for the year ended December 31, 2025, assuming the Pro Forma Transactions

had been consummated on January 1, 2025.

(in thousands except per share amounts)

For the Three

Months Ended

March 31,

2026

For the

Year Ended

December 31,

2025

Numerator

Pro forma net loss attributable to USA Rare Earth, Inc.

$ (73,345 )

$ (453,070 )

Declared and deemed dividends, and interest accretion

(709 )

(26,594 )

Pro forma undistributed net loss attributable to USA Rare Earth, Inc.

$ (74,054 )

$ (479,664 )

Denominator

USAR weighted average number of common shares outstanding-basic

196,479

98,021

Add: Shares issued to SVRE shareholders in a Merger

126,849

Add: Shares issued in a private placement(*)

—

69,767

Add: Shares issued for earnout payments

10,100

—

Add: Shares issued to DOC

16,133

Pro forma weighted average shares of common stock outstanding – basic & diluted

349,561

310,771

Pro forma net loss per share – basic & diluted

$ (0.21 )

$ (1.54 )

* Shares to be issued in a private placement for the three months

ended March 31, 2026 are already reflected in the historical unaudited condensed consolidated financial statements of USAR and therefore

are not reflected separately.

The Company’s potentially dilutive outstanding

securities, including DOC Warrant to purchase 17,600,584 shares of USAR Common Stock were excluded from the computation of pro forma diluted

net loss per share because their effect would have been anti-dilutive.

EX-99.2 — OTHER UPDATED DISCLOSURES

EX-99.2

Filename: ea029457401ex99-2.htm · Sequence: 3

Exhibit 99.2

USA Rare Earth, Inc. (“USAR,” “we,”

“our,” and “us”) is providing the additional information below for the purpose of supplementing disclosures contained

in USAR’s filings with the Securities and Exchange Commission (the “SEC”). Unless otherwise noted or the context otherwise

requires:

● references to the “merger” refer to merger of

SVRE Holdings Ltd. (“SVRE”) with and into Middlebury Merger Sub Ltd. (“Merger Sub”), an indirect, wholly owned

subsidiary of USAR, with Merger Sub continuing as the surviving company and an indirect, wholly owned subsidiary of USAR, pursuant to

the Agreement and Plan of Merger, dated as of April 19, 2026 (as it may be amended from time to time, the “Merger Agreement”),

by and among USAR, Merger Sub, SVRE and Serra Verde Rare Earths Ltd., as Shareholder Representative; and

● references to the “Parent Loan Agreement” refer

to (i) a direct funding agreement (the “Direct Funding Agreement”) among USAR, certain subsidiaries of USAR, as guarantors,

and the U.S. Department of Commerce (the “DOC”) entered into on June 3, 2026, providing for direct funding awards with a

maximum award amount of $277.0 million, and (ii) a loan guarantee agreement (the “Loan Guarantee Agreement”) entered into

on June 3, 2026 among USAR, certain subsidiaries of USAR, as guarantors, and the DOC, pursuant to which the DOC has agreed to guarantee

USAR’s repayment of advances in an aggregate principal amount of up to $1.3 billion made by the Federal Financing Bank pursuant

to a note purchase agreement to be entered into among USAR, the Federal Financing Bank and the Secretary of Commerce.

The issuance of shares of Common Stock in the merger and other

contemplated issuances will dilute the voting power of existing USAR stockholders and their percentage interest in any future earnings

of USAR.

In connection with the merger, USAR will issue 126,849,307

shares of USAR’s common stock, par value $0.0001 per share (“Common Stock”) to the former SVRE securityholders as aggregate

stock merger consideration.

As a result, the issuance of shares of Common Stock

in the merger will significantly reduce the relative voting power of existing USAR stockholders and dilute their percentage interest in

any future earnings, dividends or other distributions of USAR. The actual extent of any such dilution will depend on a number of

factors, including the number of shares of Common Stock outstanding at the effective time of the merger, the future operating results

of USAR and the combined company, and the timing and amount of any future issuances of Common Stock or other equity securities by USAR.

The impact of dilution to USAR’s shareholders

will also be impacted by other transactions that are currently pending or that have been consummated since the date of the Merger Agreement,

including (1) USAR’s agreement to issue 3,823,328 shares of Common Stock as merger consideration in connection with the proposed

acquisition of Texas Mineral Resources Corp. (“TMRC”) (the “TMRC Transaction”), (2) the issuance of 16,132,790

shares of Common Stock and a warrant to purchase 17,600,584 shares of Common Stock (at an exercise price of $17.17 per share) to the U.S. Department

of Commerce on June 3, 2026 in connection with the Parent Loan Agreement, (3) our commitment to issue approximately $13.5 million

of Common Stock (or pay cash) to Carester SAS (“Carester”) in connection with the proposed transaction with Carester (the

“Carester Transaction”), and (4) the issuance of an aggregate of 10,100,000 shares of Common Stock as earnout shares

(the “Earnout Shares”) upon the achievement of the applicable market-price conditions (5,050,000 shares issued on April 15,

2026 and 5,050,000 shares issued on May 15, 2026).

The following table quantifies, on a disaggregated basis, the potential

dilutive effect of these transactions and material agreements. Dilutive effect percentages are calculated based on 228,525,623 shares

of Common Stock outstanding as of June 9, 2026.

Transaction

Shares of

Common Stock

Issuable

% of Fully-

Diluted

Shares of Common Prior to Issuances Noted Below(1)

223,288,847

54.3 %

The Merger

126,849,307

30.9 %

U.S. Department of Commerce – Warrant(2)

17,600,584

4.3 %

U.S. Department of Commerce – Direct Funding Agreement(3)

16,132,790

3.9 %

Shares Reserved Under USAR Equity Incentive Plan for Future Grants

12,407,921

3.0 %

Earnout Shares(4)

10,100,000

2.5 %

TMRC Transaction

3,823,328

0.9 %

Carester Transaction(5)

646,020

0.2 %

Total Fully-Diluted Shares

410,848,797

100 %

(1) Includes shares of Common Stock outstanding and shares issuable

upon the exercise or conversion of outstanding equity instruments as of June 9, 2026, except for (1) the shares underlying

the warrant issued to the U.S. Department of Commerce on June 3, 2026, (2) the shares of Common Stock issued to the U.S. Department

of Commerce on June 3, 2026, (3) the Earnout Shares issued on April 15, 2026 and May 16, 2026, or (4) shares

reserved under USAR’s equity incentive plan for future grants, which are included as separate line items.

(2) Assumes full exercise at an exercise price of $17.17.

(3) Issued June 3, 2026.

(4) Consists of 5,050,000 shares issued on April 15, 2026

and 5,050,000 shares issued May 15, 2026.

(5) Number of shares estimated based on the dollar amount of

the share consideration to be issued in the transaction (approximately $13.5 million based on the EUR to USD exchange rate on June 9,

2026), divided by the closing price of the Common Stock on such date.

Mining Disclosure; Subpart 1300 of Regulation S-K

As of December 31, 2025, SVRE designated the Pela

Ema mine in Brazil as a development stage property and capitalized mine development costs on the basis that a final feasibility study

had been completed and mineral reserves had been disclosed. The reserve estimates referenced in SVRE’s financial statements included

as Exhibit 99.3 in USAR’s Current Report on Form 8-K filed with the SEC on May 13, 2026 were as of February 2015 and an initial

report was prepared by RPA Inc., dated April 2, 2015, in accordance with CIM standards. RPA Inc. was an independent mining consulting

firm at the time. Reserve estimates were updated (i) as of December 31, 2021 in a report prepared by SRK Consulting (UK) Limited in compliance

with Subpart 1300 of Regulation S-K, and (ii) as of June 30, 2023 in a report prepared by SRK Consulting (UK) Limited in compliance with

JORC Code.

SRK is an associate company of the international

group holding company SRK Consulting (Global) Limited, an independent engineering consultancy. These estimates were prepared before USAR

entered into the Merger Agreement to acquire an interest in the property containing the deposit. A qualified person has not done sufficient

work to classify these estimates as current estimates of mineral resources or mineral reserves, and USAR is not treating the estimates

referenced in SVRE’s financial statements as current estimates of mineral resources, mineral reserves, or exploration results.

Upon completion of the merger, USAR expects to designate

the Pela Ema mine as a development stage property and to continue capitalization of related costs as mine development costs on this basis.

USAR expects to report proven and probable mineral reserves for the Pela Ema mine and to file a technical report summary that conforms

to the requirements of Item 601(b)(96) and Subpart 1300 of Regulation S-K in connection with its first Annual Report on Form 10-K following

the closing of the merger.

See Note 6, “Property and Equipment,

net,” in the notes to SVRE’s financial statements included as Exhibit 99.3 in USAR’s Current Report on Form 8-K filed

with the SEC on May 13, 2026 for further information.

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