| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
USA Rare Earth, Inc. [ USAR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/13/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.0001 per share | 03/13/2025 | A | 11,808,529 | A | (1) | 11,808,529 | I | See footnote(2) | ||
| Common Stock, par value $0.0001 per share | 03/13/2025 | A | 3,623,629 | A | (1) | 3,623,629 | I | See footnote(3) | ||
| Common Stock, par value $0.0001 per share | 03/13/2025 | A | 58,777 | A | (1) | 58,777 | I | See footnote(4) | ||
| Common Stock, par value $0.0001 per share | 03/13/2025 | A | 37,073 | A | (1) | 37,073 | I | See footnote(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Earnout right to Common Stock | (6) | 03/13/2025 | A | 1,623,216 | (6) | 03/13/2031 | Common Stock, par value $0.0001 per share | 1,623,216 | $0 | 1,623,216(6) | I | See footnote(2) | |||
| Earnout right to Common Stock | (6) | 03/13/2025 | A | 498,109 | (6) | 03/13/2031 | Common Stock, par value $0.0001 per share | 498,109 | $0 | 498,109(6) | I | See footnote(3) | |||
| Earnout right to Common Stock | (6) | 03/13/2025 | A | 8,079 | (6) | 03/13/2031 | Common Stock, par value $0.0001 per share | 8,079 | $0 | 8,079(6) | I | See footnote(4) | |||
| Earnout right to Common Stock | (6) | 03/13/2025 | A | 5,096 | (6) | 03/13/2031 | Common Stock, par value $0.0001 per share | 5,096 | $0 | 5,096(6) | I | See footnote(5) | |||
| Explanation of Responses: |
| 1. Upon 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 ("USARE") the reporting persons acquired these securities in exchange for the reporting person's securities in USARE pursuant to the terms and conditions of the business combination agreement, by and among Inflection Point, USARE and IPXX Merger Sub, LLC (the "BCA"). |
| 2. The reported securities are held directly by Bayshore Rare Earths II, LLC ("BRE II"). Bayshore Capital Advisors, LLC ("Bayshore") serves as an investment advisor to BRE II. Tready Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE II. Ms. Smith disclaims beneficial ownership of all securities held by BRE II, except to the extent of her pecuniary interest therein. |
| 3. The reported securities are held directly by Bayshore Rare Earths, LLC ("BRE"), which is a wholly-owned subsidiary of Bayshore Partners Fund II, LP ("BPF II"). Bayshore serves as an investment advisor to BPF II. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE. Ms. Smith disclaims beneficial ownership of all securities held by BRE, except to the extent of her pecuniary interest therein. |
| 4. The reported securities are held directly by the M. Tready A. Smith Revocable Trust (the "MTAS Trust"). Ms. Smith is the trustee of the trust and, as a result, may be deemed to share beneficial ownership of the securities held of record by the trust. |
| 5. The reported securities are held directly by Bayshore Capital Holdings Group, LLC ("BCHG"). Ms. Smith shares voting and dispositive control over such securities. Ms. Smith disclaims beneficial ownership of all securities held by Bayshore Capital Holdings Group, LLC, except to the extent of her pecuniary interest therein. |
| 6. Pursuant to the BCA, BRE II, BRE, the MTAS Trust and BCHG are also entitled to receive up to 1,623,216, 498,109, 8,079 and 5,096 shares of common stock of the Issuer, respectively, subject to the following conditions: (i) 50% of such shares vest if, during the period (the "Earnout Period") beginning on the first anniversary of the Business Combination (3/13/2026) and ending on the sixth anniversary of the Business Combination (3/13/2031), the closing sale price per share is greater than or equal to $15.00 for a period of at least 20 out of 30 consecutive trading days and (ii) the remaining 50% of such shares vest if, during the Earnout Period, the closing sale price per share is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days. In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration is equal to or above such aforementioned price targets, or will be forfeited if such targets are not met. |
| /s/ David Kronenfeld, attorney-in-fact for Tready Smith | 03/17/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||