USA Rare Earth, Inc. (USAR) filed unaudited pro forma condensed combined financial statements related to its pending merger with SVRE Holdings Ltd. (SVRE). The filing provides a simulated financial picture of the combined company, incorporating the merger, a recent $1.5 billion private placement, and significant government-related financing and offtake agreements. The financials present the combined balance sheet as of March 31, 2026, and operating results for the quarter ended March 31, 2026, and the year ended December 31, 2025.
Key Details
- Merger Consideration: The merger agreement, dated April 19, 2026, stipulates that USAR will issue 126,849,307 common shares and pay $300 million in cash to acquire SVRE.
- Associated Transactions: The pro forma financials also give effect to several material events, including a $1.5 billion private placement completed on January 28, 2026, and definitive agreements for approximately $1.6 billion in potential funding from the U.S. Department of Commerce, signed on June 3, 2026.
- SVRE Agreements: The statements incorporate a $565 million debt financing agreement for SVRE from the U.S. International Development Finance Corporation (DFC) and a long-term offtake agreement for rare earth materials with a U.S. government-backed counterparty.