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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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USA Rare Earth, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
91733P107 (CUSIP Number) |
09/15/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 91733P107 |
| 1 | Names of Reporting Persons
Bayshore Capital Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,510,961.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.74 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Such percentage in row 11 is based on an aggregate of 97,427,087 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of August 4, 2025 (according to the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2025).
On September 15, 2025, Bayshore Rare Earths II, LLC and an affiliated fund completed a distribution in kind of an aggregate of 7,716,078 Shares of the Issuer to their respective members for no consideration upon the expiration of certain lock-up restrictions.
SCHEDULE 13G
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| CUSIP No. | 91733P107 |
| 1 | Names of Reporting Persons
Bayshore Rare Earths II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,904,265.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.06 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Such percentage in row 11 is based on an aggregate of 97,427,087 Shares of the Issuer outstanding as of August 4, 2025 (according to the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2025).
On September 15, 2025, Bayshore Rare Earths II, LLC completed a distribution in kind of an aggregate of 5,904,264 Shares of the Issuer to its members for no consideration upon the expiration of certain lock-up restrictions.
SCHEDULE 13G
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| CUSIP No. | 91733P107 |
| 1 | Names of Reporting Persons
Bayshore MGR, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,230,583.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.40 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Such percentage in row 11 is based on an aggregate of 97,427,087 Shares of the Issuer outstanding as of August 4, 2025 (according to the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2025).
On September 15, 2025, Bayshore Rare Earths II, LLC completed a distribution in kind of 5,904,264 Shares of the Issuer to its members for no consideration upon the expiration of certain lock-up restrictions.
SCHEDULE 13G
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| CUSIP No. | 91733P107 |
| 1 | Names of Reporting Persons
Tready A. Smith | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,665,507.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.89 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Tready A. Smith is the Chief Executive Officer of Bayshore Capital Advisors, LLC ("Bayshore Capital") and exercises sole voting and dispositive control over the securities held directly and indirectly by Bayshore Capital and may be deemed to beneficially own all of their reported Shares of the Issuer. Ms. Smith expressly disclaims beneficial ownership of all Shares beneficially owned by Bayshore Capital except to the extent of her pecuniary interest therein.
Such percentage in row 11 is based on an aggregate of 97,427,087 Shares of the Issuer outstanding as of August 4, 2025 (according to the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 11, 2025).
On September 15, 2025, Bayshore Rare Earths II, LLC and an affiliated fund completed a distribution in kind of an aggregate of 7,716,078 Shares of the Issuer to their respective members for no consideration upon the expiration of certain lock-up restrictions.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
USA Rare Earth, Inc. |
| (b) | Address of issuer's principal executive offices:
100 W. Airport Road, Stillwater, OK 74075 |
| Item 2. | |
| (a) | Name of person filing:
Bayshore Capital Advisors, LLC
Bayshore Rare Earths II, LLC
Bayshore MGR, LLC
Tready A. Smith |
| (b) | Address or principal business office or, if none, residence:
1700 S. MacDill Avenue, Suite 340, Tampa, FL 33629
1700 S. MacDill Avenue, Suite 340, Tampa, FL 33629
1700 S. MacDill Avenue, Suite 340, Tampa, FL 33629
1700 S. MacDill Avenue, Suite 340, Tampa, FL 33629 |
| (c) | Citizenship:
Florida
Delaware
Delaware
United States of America |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
91733P107 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
8,665,507.00 |
| (b) | Percent of class:
8.89 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
37,073 | |
| (ii) Shared power to vote or to direct the vote:
8,628,434.00 | |
| (iii) Sole power to dispose or to direct the disposition of:
37,073 | |
| (iv) Shared power to dispose or to direct the disposition of:
8,628,434.00 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Joint Acquisition Statement Pursuant to Rule 13d-1(k) (incorporated by reference to Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on March 25, 2025). |