USA Rare Earth Inc. shares fell 5.14% to $18.27 on Monday despite completing an upsized $1.55 billion capitalization for a special purpose vehicle that will purchase 100% of Phase 1 rare earth production from Serra Verde Group. The package includes $750 million in equity backed by the U.S. Department of War, a commitment for up to $500 million through a senior secured credit facility, and a U.S. government forward purchase contract for at least $300 million of rare earth products over five years. The milestone satisfies a key closing condition ahead of USA Rare Earth’s Friday special stockholder meeting on its proposed merger, which would give the company the Pela Ema mine in Brazil and supply its Stillwater, Oklahoma magnet facility. Separately, Critical Metals Corp. shares rose 17.99% to $7.87 Tuesday after the package was finalized, as traders viewed its Tanbreez heavy rare-earth project in Greenland as a potential candidate for future U.S. defense-aligned capital and offtake partnerships. Critical Metals also amended its proposed European Lithium acquisition with a floating exchange ratio capped and collared between $8.00 and $16.00, while CEO Tony Sage said Tanbreez remains on track for commercial production within three years.