This transaction is documented in an SEC EDGAR filing that was published on April 20, 2026. The specific form type has not been identified in the available source materials. The deal is currently pending regulatory approval and has not yet closed.
On the acquirer side, Moelis & Company LLC has been retained as exclusive financial advisor to USA Rare Earth. On the target side, Goldman Sachs & Co. LLC serves as exclusive financial advisor to Serra Verde. Both advisory relationships represent lead advisory mandates for their respective clients.
USA Rare Earth is being represented by Latham & Watkins LLP as legal counsel. Serra Verde is being represented by two legal advisors: White & Case LLP is acting as legal counsel for Serra Verde in the transaction, and Allen Overy Shearman Sterling US LLP is acting as legal counsel specifically for the shareholders of Serra Verde.
The transaction is valued at $2,800,000,000 in total disclosed consideration. Beyond this headline figure, the specific composition of consideration, whether in cash, stock, or a combination thereof, has not been disclosed. The deal structure, including any details regarding how consideration will be allocated, whether there are any earn-out provisions, or the mechanics of the transaction closure, remain undisclosed. The expected closing date for this transaction has not been provided. Additionally, while the transaction is identified as pending regulatory approval, the specific regulatory body or bodies whose approval is required and the current stage of that regulatory review process are not detailed in the available information.