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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. 2)
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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) |
03/31/2026
(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 Number(s): | 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
8,473,160.00 | ||||||||
| 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)
3.89 % | ||||||||
| 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 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance.
SCHEDULE 13G
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| CUSIP Number(s): | 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)
2.71 % | ||||||||
| 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 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance.
SCHEDULE 13G
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| CUSIP Number(s): | 91733P107 |
| 1 | Names of Reporting Persons
Bayshore MGR, 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
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)
2.86 % | ||||||||
| 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 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance.
SCHEDULE 13G
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| CUSIP Number(s): | 91733P107 |
| 1 | Names of Reporting Persons
Tready A. Smith | ||||||||
| 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
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
8,663,243.00 | ||||||||
| 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)
3.97 % | ||||||||
| 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 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance.
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, OKLAHOMA 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, Florida
33629 | |
| (c) | Citizenship:
Bayshore Capital Advisors, LLC - FLORIDA
Bayshore Rare Earths II, LLC - DELAWARE
Bayshore MGR, LLC - DELAWARE
Tready A. Smith - UNITED STATES | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
91733P107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
8,663,243 | |
| (b) | Percent of class:
3.97 %
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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:
Bayshore Capital Advisors, LLC - 0
Bayshore Rare Earths II, LLC - 0
Bayshore MGR, LLC - 0
Tready A. Smith - 37,073 | ||
| (ii) Shared power to vote or to direct the vote:
Bayshore Capital Advisors, LLC - 8,473,160
Bayshore Rare Earths II, LLC - 5,904,265
Bayshore MGR, LLC - 6,230,583
Tready A. Smith - 8,626,170 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Bayshore Capital Advisors, LLC - 0
Bayshore Rare Earths II, LLC - 0
Bayshore MGR, LLC - 0
Tready A. Smith - 37,073 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Bayshore Capital Advisors, LLC - 8,473,160
Bayshore Rare Earths II, LLC - 5,904,265
Bayshore MGR, LLC - 6,230,583
Tready A. Smith - 8,626,170 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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). |