v3.26.1
Merger Transaction and Acquisition (Tables)
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Equity Instruments Outstanding
The following table presents a summary of the number of equity instruments outstanding immediately following the closing of the Merger and the PIPE investment.
Shares
(In thousands)
Common Stock
Pre-merger shares60,273 
Shares issued in reverse merger recapitalization21,679 
Total Common Stock81,952 
12% Series A Cumulative Convertible Preferred Stock
Pre-merger shares4,318 
Shares issued in reverse merger recapitalization915 
Total 12% Series A Cumulative Convertible Preferred Stock
5,233 
Total shares87,185 
Schedule of Net Proceeds from the Merger
The following table presents the net proceeds from the Merger.
Amount
(In thousands)
Sources
Cash - PIPE investment$8,000 
Cash - IPXX Trust Account22,843 
Cash - IPXX Op Account (Blitzer note)24 
Total Cash in IPXX going into the Merger$30,867 
Uses
Transaction costs allocated to equity$(8,331)
FPA Prepayments(20,789)
Other Expenses and Prepayments(1,658)
Total cash used immediately after the merger
$(30,778)
Net cash to USARE LLC
$89 
Transaction costs allocated to equity$350 
Net cash used by USARE LLC(350)
$— 
Schedule of Business Combination, Consideration Transferred, Equity Interest The fair value of the newly issued shares of the Company’s common stock was determined based on the closing market price of the Company’s shares of common stock on the date of the acquisition.
November 18,
2025
(In thousands)
Cash consideration$103,114 
Equity consideration94,557 
Total purchase price$197,671 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table sets forth the components and the allocation of the purchase price for the business combination and summarizes the fair values of the assets acquired and liabilities assumed at the Acquisition Date.
November 18,
2025
(In thousands)
Cash and cash equivalents$905 
Accounts receivable3,165 
Inventory15,329 
Other current assets1,110 
Property and equipment10,593 
Intangible assets69,290 
Total assets acquired100,392 
Accounts payable and accrued liabilities(7,597)
Contract liabilities(10,976)
Loans(1,515)
Deferred tax liability(16,876)
Asset retirement obligation(605)
Total liabilities assumed(37,569)
Net assets acquired62,823 
Goodwill134,848 
Total purchase price$197,671 
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination
The following table presents the components of the fair value of intangible assets acquired as of the date of acquisition, along with their estimated useful lives:
Intangible assetsFair ValueWeighted Average Useful Life
(In thousands)(Years)
Trade name$7,245 15.0
Customer relationship11,856 20.0
Supplier relationship33,986 10.0
Know-how16,203 17.0
Total identifiable intangible assets$69,290 13.8
Schedule of Business Acquisition, Pro Forma Information The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually been acquired at the beginning of fiscal year 2024 or (ii) future results of operations.
Year Ended December 31,
20252024
(Unaudited, in thousands)
Revenue (1)
$13,752 $10,080 
Net loss(304,517)(23,213)
(1)Since the acquisition of IORM on November 18, 2025, the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2025 includes revenue of $1.6 million and losses of $6.0 million related to IORM.