Form 4 for USAR USA Rare Earth, Inc.
Accepted 2025-03-14 00:00:00 ET · period of report 2025-03-12 · accession 0001213900-25-024250 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-03-14 | 2025-03-12 | USAR | Inflection Point Holdings II LLC | 10%, See Remarks | M - OptEx | — | +50.0K | 6.25M | +0.8% | — |
| D | 2025-03-14 | 2025-03-12 | USAR | Inflection Point Holdings II LLC | 10%, See Remarks | M - OptEx | $0.00 | -50.0K | 50.0K | -50% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common stock, par value $0.0001 per share | 2025-03-12 | M | A | 50,000 | — | 6,250,000 | D | — | — | (F1) In connection with and on the day prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. II or "Inflection Point") and USA Rare Earth, LLC, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No. 333-271128). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's common stock (the "Common Stock") on a one-for-one basis. (F3) Michael Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (F2) Inflection Point Holdings II LLC is the record holder of such securities. Michael Blitzer is the sole Managing Member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings II LLC. |
| 2 | Derivative | Class B ordinary shares, par value $0.0001 per share | 2025-03-12 | M | D | 50,000 | $0.00 | 50,000 | D | — · — to — | 50,000 Class A ordinary shares, par value $0.0001 per share | (F3) Michael Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (F2) Inflection Point Holdings II LLC is the record holder of such securities. Michael Blitzer is the sole Managing Member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings II LLC. (F1) In connection with and on the day prior to the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. II or "Inflection Point") and USA Rare Earth, LLC, among other things, each of Inflection Point's Class B ordinary shares converted into one Class A ordinary share of Inflection Point as described under the heading "Description of Securities" in Inflection Point's Registration Statement on Form S-1 (File No. 333-271128). Immediately after such conversion, each Class A ordinary share of Inflection Point converted into one share of the Issuer's common stock (the "Common Stock") on a one-for-one basis. |