USA Rare Earth, Inc. (USAR) announced a definitive Agreement and Plan of Merger to acquire SVRE Holdings Ltd. (SVRE). The merger consideration consists of $300 million in cash and 126,849,307 shares of USAR common stock. The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the U.S. Internal Revenue Code. SVRE shareholders will approve the merger via written consent, and USAR stockholders will vote on the issuance of the merger consideration shares. The merger is expected to close by December 31, 2026, subject to customary closing conditions, including regulatory approvals and USAR stockholder approval.