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- China Export-Control Designation (new) — USAR placed on China's export-control list Jun 22, 2026, blocking access to key raw materials and supplies from Chinese sources; company states this has already impacted production and will continue to do so.
- Merger Closing Conditioned On Third-Party Government Funding (new) — USAR's obligation to close the $3.2B Serra Verde merger now depends on the offtake counterparty receiving $1B+ in U.S. government capital and contracts by Aug 14, 2026—a condition outside USAR's control.
- Loss Of Offtake Agreement Would Eliminate Revenue Protections (new) — If the offtake agreement fails to become effective or is terminated, SVRE loses floor pricing, escalation, upside sharing, and take-or-pay commitments that underpin its business plan; alternative arrangements may not be available on comparable terms.
USA Rare Earth adds offtake-agreement conditions to $3.2B Serra Verde merger, discloses China export ban
Filed July 16, 2026 · Period ending July 16, 2026 · ~2 min read
Key Changes
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USAR amended merger agreement to require SVRE's offtake agreement be in effect at closing; offtake counterparty must receive $500M capital, $500M debt facility, and $300M+ forward purchase contracts from U.S. government by Aug 14, 2026 or USAR can walk away.
Item 1.01 verify on EDGAR → -
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China placed USAR on export-control list Jun 22, 2026, prohibiting Chinese suppliers from exporting key raw materials and supplies to USAR without likely-unobtainable licenses; company states restriction has already impacted and will continue to impact production.
Exhibit 99.2 view on EDGAR → -
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Merger will issue 126.8M shares (30.9% of fully-diluted) to SVRE holders; combined with DOC warrant (17.6M shares), DOC direct funding shares (16.1M), and earnout shares already issued (10.1M), existing holders diluted from 54.8% to 410.9M fully-diluted shares.
Exhibit 99.2 view on EDGAR →
2 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.
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Source-verified from EDGAR · Narrative written by AI · Jul 17, 2026 · How we verify