| 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 | ||||||
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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 | ||||||||
| Series A Preferred Stock, par value $0.0001 per share | $12(2) | 03/13/2025 | A | 279,970(1)(2) | (2) | (2) | Common Stock, par value $0.0001 per share | 279,970(1)(2) | (1)(2) | 279,970(1)(2) | D | ||||
| Series A Preferred Stock, par value $0.0001 per share | $12(2) | 03/13/2025 | A | 131,048(2)(3) | (2) | (2) | Common Stock, par value $0.0001 per share | 131,048(2)(3) | (2)(3) | 411,018(2)(3) | D | ||||
| Series A Preferred Stock, par value $0.0001 per share | $12(2) | 03/13/2025 | A | 1,210,824(2)(4) | (2) | (2) | Common Stock, par value $0.0001 per share | 1,210,824(2)(4) | (2)(4) | 1,210,824(2)(4) | I(5) | By Inflection Point Fund I, LP | |||
| Series A Preferred Stock, par value $0.0001 per share | $12(2) | 03/13/2025 | A | 294,118(2)(6) | (2) | (2) | Common Stock, par value $0.0001 per share | 294,118(2)(6) | (2)(6) | 1,504,942(2)(6) | I(5) | By Inflection Point Fund I, LP | |||
| Warrant to purchase Common Stock | $12(7) | 03/13/2025 | A | 178,309(7)(8) | 03/13/2025 | 03/13/2030 | Common Stock, par value $0.0001 per share | 178,309(7)(8) | (7)(8) | 178,309(7)(8) | D | ||||
| Warrant to purchase Common Stock | $12(7) | 03/13/2025 | A | 1,395,220(7)(9) | 03/13/2025 | 03/13/2030 | Common Stock, par value $0.0001 per share | 1,395,220(7)(9) | (7)(9) | 1,395,220(7)(9) | I(5) | By Inflection Point Fund I, LP | |||
| Warrant to purchase Common Stock | $12(7) | 03/13/2025 | A | 294,118(6)(7) | 03/13/2025 | 03/13/2030 | Common Stock, par value $0.0001 per share | 294,118(6)(7) | (6)(7) | 1,689,338(6)(7)(9) | I(5) | By Inflection Point Fund I, LP | |||
| Warrants to purchase Common Stock | $11.5 | 03/13/2025 | A | 6,000,000(10) | 04/12/2025 | 03/13/2030 | Common Stock, par value $0.0001 per share | 6,000,000 | $1 | 6,000,000 | I(11) | By Inflection Point Holdings II LLC | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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"), Michael Blitzer acquired 279,970 shares of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("Series A Preferred Stock") in exchange for 269,608 Class A-2 convertible preferred units of USARE ("USARE Class A-2 Convertible Preferred Units") plus accrued and unpaid payment-in-kind dividends, pursuant to the terms and conditions of the business combination agreement, by and among Inflection Point, USARE and IPXX Merger Sub, LLC (the "Business Combination Agreement"). |
| 2. Each share of Series A Preferred Stock is convertible into a number of shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), which is determined by dividing the Accrued Value (as defined in the Certificate of Designation for the Series A Preferred Stock (the "Certificate of Designation")) by the conversion price of $12.00 per share, subject to adjustment as set forth in the Certificate of Designation. Initially, each share of Series A Preferred Stock is convertible into one share of Common Stock. The Series A Preferred Stock has no expiration date. |
| 3. Upon closing of the Business Combination, Michael Blitzer acquired 131,048 shares of Series A Preferred Stock in exchange for his forgiveness of 50% of the outstanding balance owed by the Issuer to him pursuant to a convertible promissory note pursuant to the terms of the securities purchase agreement, by and among Michael Blitzer, the Issuer and USARE. |
| 4. Upon closing of the Business Combination, Inflection Point Fund I, LP ("Inflection Point Fund") acquired 1,210,824 shares of Series A Preferred Stock in exchange for 1,176,470 USARE Class A-2 Convertible Preferred Units plus accrued and unpaid payment-in-kind dividends, pursuant to the terms and conditions of the Business Combination Agreement. |
| 5. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point Fund. Mr. Blitzer controls each Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC, including the exercise of voting and investment discretion over the securities held or to be held by Inflection Point Fund. Mr. Blitzer disclaims any beneficial ownership of the securities held by the Sponsor, Inflection Point Fund, Inflection Point Asset Management LLC and Inflection Point GP I LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 6. Upon the closing of the Business Combination, Inflection Point Fund purchased (i) 294,118 shares of Series A Preferred Stock and (ii) a warrant to purchase 294,118 shares, subject to adjustment, of Common Stock at an initial exercise price of $12.00 per share ("Preferred Investor Warrants"), subject to adjustment, at an aggregate purchase price of $3,000,000. |
| 7. The exercise price of the Preferred Investor Warrants, and the number shares of Common Stock issuable upon exercise of the Preferred Investor Warrants is subject to adjustment as described under the heading "Description of New USARE'S Securities" in the Issuer's registration statement on Form S-4 (File No. 333-283181). |
| 8. Upon closing of the Business Combination, Michael Blitzer acquired Preferred Investor Warrants exercisable for 178,309 shares, subject to adjustment, of Common Stock at an initial exercise price of $12.00 per share, subject to adjustment in exchange for warrants of USARE exercisable for an aggregate of 178,309 Class A units of USARE ("USARE Class A Units"), pursuant to the terms and conditions of the Business Combination Agreement. |
| 9. Upon closing of the Business Combination, Inflection Point Fund acquired Preferred Investor Warrants exercisable for 1,395,220 shares, subject to adjustment, of Common Stock at an initial exercise price of $12.00 per share, subject to adjustment in exchange for warrants of USARE exercisable for an aggregate of 1,395,220 USARE Class A Units, pursuant to the terms and conditions of the Business Combination Agreement. |
| 10. The warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the closing of the Business Combination, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the closing of the Business Combination. 6,000,000 warrants were initially acquired in a private placement from the Issuer concurrent with the Issuer's initial public offering. |
| 11. 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. 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. |
| Remarks: |
| Inflection Point Holdings II LLC may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. Michael Blitzer is Chairman of the board of directors of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. |
| /s/ Michael Blitzer, Managing Member of Inflection Point Holdings II LLC | 03/17/2025 | |
| /s/ Michael Blitzer | 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. | ||