USA Rare Earth gave VB (Rare Earths) Limited and Vision Blue Resources Limited 29,544,227 common shares as Merger consideration, representing 7.9% of the class based on 375,076,567 shares outstanding. Investors now have a disclosed strategic holder whose reporting persons may reassess their position and formulate plans.

Key Highlights

  • The 7.9% ownership percentage is based on 375,076,567 USA Rare Earth common shares outstanding on September 3, 2026.
  • The merger agreement was signed on April 19 and amended on July 16 and September 3.
  • The reporting persons may review their position, change their purpose or develop plans concerning the investment.

The merger consideration involving USA Rare Earth, Inc. (NASDAQ: USAR) delivered 29,544,227 common shares to VB (Rare Earths) Limited and Vision Blue Resources Limited. The position represents 7.9% of USA Rare Earth’s common stock, based on 375,076,567 shares outstanding on September 3, 2026.

Merger Consideration Creates 29,544,227-Share Position

The transaction followed an agreement dated April 19 between USA Rare Earth, Middlebury Merger Sub Ltd. SVRE Holdings Ltd. and Serra Verde Rare Earths Ltd. acting for SVRE shareholders. The agreement provided for SVRE to merge into Middlebury Merger Sub, which would remain as an indirect, Wholly Owned Subsidiary of USA Rare Earth. Amendments were dated July 16 and September 3. VB (Rare Earths) and Vision Blue are Guernsey companies, with Vision Blue owning substantially all of VB (Rare Earths)’ issued and outstanding capital stock. Vision Blue invests in strategic metals and minerals assets.

Reporting Persons May Reassess Their Position

The reporting persons intend to review their Investment from time to time based on various factors. They may reconsider their position, change their purpose or develop plans and proposals concerning USA Rare Earth. Voting and dispositive power over securities held by VB (Rare Earths) is vested in Vision Blue’s board, which includes Sir Mick Davis, also a member of USA Rare Earth’s board.