Last 12 months
Inside the activity.
2 purchase rows · 2 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 0 | 0 |
| Dec 2025 | 0 | 0 |
| Jan 2026 | 2 | 0 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 0 | 0 |
| Apr 2026 | 0 | 0 |
| May 2026 | 0 | 0 |
| Jun 2026 | 0 | 1 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 0 | 0 |
| Sep 2026 | 0 | 0 |
| Oct 2026 | 0 | 1 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| August 13, 2025 Filed Aug 15, 2025 20:17 UTC |
Ballard JoshuaDirector · Chief Executive Officer
|
GrantRestricted Stock Units · Derivative | 90,992 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000051 · wk-form4_1755289034.xml · derivative · entry 1 Ballard Joshua · CIK 0001751098 · Director · Chief Executive Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 90,992 Underlying: Common Stock, par value $0.0001 per share · 90,992 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F2 · derivative.exercise_date: The restricted stock unit ("RSU") will vest in two equal tranches. 50% of the RSU will vest on May 20, 2026 and May 20, 2027, respectively. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · derivative.expiration_date: The restricted stock unit ("RSU") will vest in two equal tranches. 50% of the RSU will vest on May 20, 2026 and May 20, 2027, respectively. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:17 UTC |
Steele William Robert JrChief Financial Officer
|
GrantRestricted Stock Units · Derivative | 90,992 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000050 · wk-form4_1755289026.xml · derivative · entry 2 Steele William Robert Jr · CIK 0002060188 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 90,992 Underlying: Common Stock, par value $0.0001 per share · 90,992 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F3 · derivative.exercise_date: The restricted stock unit ("RSU") will vest in three equal tranches. 33 1/3% of the RSU will vest on May 20, 2026, May 20, 2027, and May 20, 2028, respectively. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F3 · derivative.expiration_date: The restricted stock unit ("RSU") will vest in three equal tranches. 33 1/3% of the RSU will vest on May 20, 2026, May 20, 2027, and May 20, 2028, respectively. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:17 UTC |
Steele William Robert JrChief Financial Officer
|
GrantRestricted Stock Units · Derivative | 90,992 | $0.00 Strike: $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000050 · wk-form4_1755289026.xml · derivative · entry 1 Steele William Robert Jr · CIK 0002060188 · Chief Financial Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 90,992 Underlying: Common Stock, par value $0.0001 per share · 90,992 shares Expires not disclosed F1 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F2 · derivative.exercise_date: The restricted stock unit ("RSU") will vest in two equal tranches. 50% of the RSU will vest on May 20, 2026 and May 20, 2027, respectively. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · derivative.expiration_date: The restricted stock unit ("RSU") will vest in two equal tranches. 50% of the RSU will vest on May 20, 2026 and May 20, 2027, respectively. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:13 UTC |
Gutnick Mordechai ZevDirector
|
GrantRestricted Stock Units · Derivative | 12,284 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000046 · wk-form4_1755288804.xml · derivative · entry 2 Gutnick Mordechai Zev · CIK 0001666771 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 12,284 Underlying: Common Stock, par value $0.0001 per share · 12,284 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:13 UTC |
Gutnick Mordechai ZevDirector
|
GrantRestricted Stock Units · Derivative | 18,199 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000046 · wk-form4_1755288804.xml · derivative · entry 1 Gutnick Mordechai Zev · CIK 0001666771 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 18,199 Underlying: Common Stock, par value $0.0001 per share · 18,199 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:13 UTC |
Kern Paul JDirector
|
GrantRestricted Stock Units · Derivative | 12,284 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000045 · wk-form4_1755288797.xml · derivative · entry 2 Kern Paul J · CIK 0001315431 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 12,284 Underlying: Common Stock, par value $0.0001 per share · 12,284 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:13 UTC |
Kern Paul JDirector
|
GrantRestricted Stock Units · Derivative | 18,199 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000045 · wk-form4_1755288797.xml · derivative · entry 1 Kern Paul J · CIK 0001315431 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 18,199 Underlying: Common Stock, par value $0.0001 per share · 18,199 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:13 UTC |
Trabuco CarolynDirector
|
GrantRestricted Stock Units · Derivative | 12,284 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000044 · wk-form4_1755288790.xml · derivative · entry 2 Trabuco Carolyn · CIK 0001897745 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 12,284 Underlying: Common Stock, par value $0.0001 per share · 12,284 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:13 UTC |
Trabuco CarolynDirector
|
GrantRestricted Stock Units · Derivative | 18,199 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000044 · wk-form4_1755288790.xml · derivative · entry 1 Trabuco Carolyn · CIK 0001897745 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 18,199 Underlying: Common Stock, par value $0.0001 per share · 18,199 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:13 UTC |
SCHWETHELM OTTO CDirector
|
GrantRestricted Stock Units · Derivative | 12,284 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000043 · wk-form4_1755288783.xml · derivative · entry 2 SCHWETHELM OTTO C · CIK 0001236682 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 12,284 Underlying: Common Stock, par value $0.0001 per share · 12,284 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:13 UTC |
SCHWETHELM OTTO CDirector
|
GrantRestricted Stock Units · Derivative | 18,199 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000043 · wk-form4_1755288783.xml · derivative · entry 1 SCHWETHELM OTTO C · CIK 0001236682 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 18,199 Underlying: Common Stock, par value $0.0001 per share · 18,199 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:13 UTC |
Smith TreadyDirector
|
GrantRestricted Stock Units · Derivative | 12,284 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000042 · wk-form4_1755288775.xml · derivative · entry 2 Smith Tready · CIK 0002059601 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 12,284 Underlying: Common Stock, par value $0.0001 per share · 12,284 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:13 UTC |
Smith TreadyDirector
|
GrantRestricted Stock Units · Derivative | 18,199 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000042 · wk-form4_1755288775.xml · derivative · entry 1 Smith Tready · CIK 0002059601 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 18,199 Underlying: Common Stock, par value $0.0001 per share · 18,199 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:12 UTC |
Senft Michael FDirector
|
GrantRestricted Stock Units · Derivative | 12,284 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000041 · wk-form4_1755288768.xml · derivative · entry 2 Senft Michael F · CIK 0001544115 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 12,284 Underlying: Common Stock, par value $0.0001 per share · 12,284 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| August 13, 2025 Filed Aug 15, 2025 20:12 UTC |
Senft Michael FDirector
|
GrantRestricted Stock Units · Derivative | 18,199 | $0.00 | $0.00 |
DisclosureSEC source: 0001970622-25-000041 · wk-form4_1755288768.xml · derivative · entry 1 Senft Michael F · CIK 0001544115 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 18,199 Underlying: Common Stock, par value $0.0001 per share · 18,199 shares Expires not disclosed F1 · derivative.exercise_price: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F2 · shares: Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock. F1 · derivative.exercise_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. F1 · derivative.expiration_date: The restricted stock unit ("RSU") will fully vest on May 20, 2026. If the vesting date occurs during a closed Trading Window under the Issuer's Insider Trading Policy, then the RSUs shall vest on the first Trading Day of the next open Trading Window pursuant to the Issuer's Insider Trading Policy, subject in all cases to any applicable outside dates required to comply with applicable tax laws and the terms of the Issuer's Amended and Restated 2024 Omnibus Incentive Plan. Read SEC document |
| June 13, 2025 Filed Jun 17, 2025 01:31 UTC |
BLITZER MICHAELDirector · 10% owner
|
SaleWarrant to Purchase Common Stock · Derivative | 2,896,009 | $5.50 Strike: $7.00 | $15,928,049.50 |
DisclosureSEC source: 0001213900-25-054925 · ownership.xml · derivative · entry 2 BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · By Inflection Point Fund I, LP Disclosed balance after: 0 Underlying: Common Stock, par value $0.0001 per share · 2,896,009 shares Expires 2030-03-13 F2 · derivative.exercise_price: The reported common stock purchase warrants were initially exercisable for 1,689,338 shares of Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment. Pursuant to the terms of the reported warrants, on May 5, 2025, the exercise price was reset to $7.00 and the number of underlying shares of Common Stock was increased on a proportionate basis to 2,896,009. F2 · shares: The reported common stock purchase warrants were initially exercisable for 1,689,338 shares of Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment. Pursuant to the terms of the reported warrants, on May 5, 2025, the exercise price was reset to $7.00 and the number of underlying shares of Common Stock was increased on a proportionate basis to 2,896,009. F2 · derivative.underlying_shares: The reported common stock purchase warrants were initially exercisable for 1,689,338 shares of Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment. Pursuant to the terms of the reported warrants, on May 5, 2025, the exercise price was reset to $7.00 and the number of underlying shares of Common Stock was increased on a proportionate basis to 2,896,009. F3 · ownership.direct: Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of Inflection Point Fund I, LP ("Inflection Point Fund"). Michael 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 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. Read SEC document |
| June 13, 2025 Filed Jun 17, 2025 01:31 UTC |
BLITZER MICHAELDirector · 10% owner
|
SaleWarrant to Purchase Common Stock · Derivative | 305,673 | $5.50 Strike: $7.00 | $1,681,201.50 |
DisclosureSEC source: 0001213900-25-054925 · ownership.xml · derivative · entry 1 BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock, par value $0.0001 per share · 305,673 shares Expires 2030-03-13 F1 · derivative.exercise_price: The reported common stock purchase warrants were initially exercisable for 178,309 shares of common stock, par value $0.0001 per share, the "Common Stock"), subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment. Pursuant to the terms of the reported warrants, on May 5, 2025, the exercise price was reset to $7.00 and the number of underlying shares of Common Stock was increased on a proportionate basis to 305,673. F1 · shares: The reported common stock purchase warrants were initially exercisable for 178,309 shares of common stock, par value $0.0001 per share, the "Common Stock"), subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment. Pursuant to the terms of the reported warrants, on May 5, 2025, the exercise price was reset to $7.00 and the number of underlying shares of Common Stock was increased on a proportionate basis to 305,673. F1 · derivative.underlying_shares: The reported common stock purchase warrants were initially exercisable for 178,309 shares of common stock, par value $0.0001 per share, the "Common Stock"), subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment. Pursuant to the terms of the reported warrants, on May 5, 2025, the exercise price was reset to $7.00 and the number of underlying shares of Common Stock was increased on a proportionate basis to 305,673. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:59 UTC |
Smith TreadyDirector · 10% owner
|
GrantEarnout right to Common Stock · Derivative | 5,096 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-25-024750 · ownership.xml · derivative · entry 8 Smith Tready · CIK 0002059601 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 5,096 Underlying: Common Stock, par value $0.0001 per share · 5,096 shares Expires 2031-03-13 F6 · derivative.exercise_price: 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. F6 · derivative.exercise_date: 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. F6 · balance_after: 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. F5 · ownership.nature: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:59 UTC |
Smith TreadyDirector · 10% owner
|
GrantEarnout right to Common Stock · Derivative | 8,079 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-25-024750 · ownership.xml · derivative · entry 7 Smith Tready · CIK 0002059601 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 8,079 Underlying: Common Stock, par value $0.0001 per share · 8,079 shares Expires 2031-03-13 F6 · derivative.exercise_price: 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. F6 · derivative.exercise_date: 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. F6 · balance_after: 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. F4 · ownership.nature: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:59 UTC |
Smith TreadyDirector · 10% owner
|
GrantEarnout right to Common Stock · Derivative | 498,109 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-25-024750 · ownership.xml · derivative · entry 6 Smith Tready · CIK 0002059601 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 498,109 Underlying: Common Stock, par value $0.0001 per share · 498,109 shares Expires 2031-03-13 F6 · derivative.exercise_price: 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. F6 · derivative.exercise_date: 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. F6 · balance_after: 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. F3 · ownership.nature: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:59 UTC |
Smith TreadyDirector · 10% owner
|
GrantEarnout right to Common Stock · Derivative | 1,623,216 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-25-024750 · ownership.xml · derivative · entry 5 Smith Tready · CIK 0002059601 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 1,623,216 Underlying: Common Stock, par value $0.0001 per share · 1,623,216 shares Expires 2031-03-13 F6 · derivative.exercise_price: 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. F6 · derivative.exercise_date: 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. F6 · balance_after: 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. F2 · ownership.nature: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:59 UTC |
Smith TreadyDirector · 10% owner
|
GrantCommon Stock, par value $0.0001 per share | 37,073 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-25-024750 · ownership.xml · nonDerivative · entry 4 Smith Tready · CIK 0002059601 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 37,073 F1 · price: 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"). F5 · ownership.nature: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:59 UTC |
Smith TreadyDirector · 10% owner
|
GrantCommon Stock, par value $0.0001 per share | 58,777 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-25-024750 · ownership.xml · nonDerivative · entry 3 Smith Tready · CIK 0002059601 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 58,777 F1 · price: 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"). F4 · ownership.nature: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:59 UTC |
Smith TreadyDirector · 10% owner
|
GrantCommon Stock, par value $0.0001 per share | 3,623,629 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-25-024750 · ownership.xml · nonDerivative · entry 2 Smith Tready · CIK 0002059601 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 3,623,629 F1 · price: 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"). F3 · ownership.nature: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:59 UTC |
Smith TreadyDirector · 10% owner
|
GrantCommon Stock, par value $0.0001 per share | 11,808,529 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-25-024750 · ownership.xml · nonDerivative · entry 1 Smith Tready · CIK 0002059601 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 11,808,529 F1 · price: 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"). F2 · ownership.nature: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:59 UTC |
Kern Paul JDirector
|
GrantEarnout right to Common Stock · Derivative | 22,423 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-25-024749 · ownership.xml · derivative · entry 2 Kern Paul J · CIK 0001315431 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 22,423 Underlying: Common Stock, par value $0.0001 per share · 22,423 shares Expires 2031-03-13 F2 · derivative.exercise_price: Pursuant to the BCA, the reporting person is also entitled to receive up to 22,423 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. F2 · derivative.exercise_date: Pursuant to the BCA, the reporting person is also entitled to receive up to 22,423 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. F2 · balance_after: Pursuant to the BCA, the reporting person is also entitled to receive up to 22,423 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:59 UTC |
Kern Paul JDirector
|
GrantCommon Stock, par value $0.0001 per share | 163,125 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-25-024749 · ownership.xml · nonDerivative · entry 1 Kern Paul J · CIK 0001315431 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 163,125 F1 · price: 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 person 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"). Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:38 UTC |
Ridge Stephen JamesChief Operating Officer
|
GrantEarnout right to Common Stock · Derivative | 9,094 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-25-024736 · ownership.xml · derivative · entry 2 Ridge Stephen James · CIK 0002059343 · Chief Operating Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 9,094 Underlying: Common Stock, par value $0.0001 per share · 9,094 shares Expires 2031-03-13 F2 · derivative.exercise_price: Pursuant to the BCA, the reporting person is also entitled to receive up to 9,094 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. F2 · derivative.exercise_date: Pursuant to the BCA, the reporting person is also entitled to receive up to 9,094 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. F2 · balance_after: Pursuant to the BCA, the reporting person is also entitled to receive up to 9,094 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:38 UTC |
Ridge Stephen JamesChief Operating Officer
|
GrantCommon Stock | 66,162 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-25-024736 · ownership.xml · nonDerivative · entry 1 Ridge Stephen James · CIK 0002059343 · Chief Operating Officer 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 66,162 F1 · price: 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 person 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"). Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:40 UTC |
Kronenfeld David ThomasCLO and Corporate Secretary
|
GrantEarnout right to Common Shares · Derivative | 10,016 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-25-024739 · ownership.xml · derivative · entry 2 Kronenfeld David Thomas · CIK 0002059114 · CLO and Corporate Secretary 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 10,016 Underlying: Common Stock, par value $0.0001 per share · 10,016 shares Expires 2031-03-13 F2 · derivative.exercise_price: Pursuant to the BCA, the reporting person is also entitled to receive up to 10,016 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. F2 · derivative.exercise_date: Pursuant to the BCA, the reporting person is also entitled to receive up to 10,016 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. F2 · balance_after: Pursuant to the BCA, the reporting person is also entitled to receive up to 10,016 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:40 UTC |
Kronenfeld David ThomasCLO and Corporate Secretary
|
GrantCommon Stock | 72,870 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-25-024739 · ownership.xml · nonDerivative · entry 1 Kronenfeld David Thomas · CIK 0002059114 · CLO and Corporate Secretary 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 72,870 F1 · price: 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 person 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"). Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:40 UTC |
Gutnick Mordechai ZevDirector · 10% owner
|
GrantEarnout right to Common Stock · Derivative | 1,879,238 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-25-024738 · ownership.xml · derivative · entry 2 Gutnick Mordechai Zev · CIK 0001666771 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 1,879,238 Underlying: Common Stock, par value $0.0001 per share · 1,879,238 shares Expires 2031-03-13 F3 · derivative.exercise_price: Pursuant to the BCA, the reporting person is also entitled to receive up to 1,879,238 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. F3 · derivative.exercise_date: Pursuant to the BCA, the reporting person is also entitled to receive up to 1,879,238 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. F3 · balance_after: Pursuant to the BCA, the reporting person is also entitled to receive up to 1,879,238 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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. F2 · ownership.nature: The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:40 UTC |
Gutnick Mordechai ZevDirector · 10% owner
|
GrantCommon Stock, par value $0.0001 per share | 13,671,026 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-25-024738 · ownership.xml · nonDerivative · entry 1 Gutnick Mordechai Zev · CIK 0001666771 · Director · 10% owner 10b5-1 filing: No plan indicated Ownership: Indirect · See footnote Disclosed balance after: 13,671,026 F1 · price: 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 person 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"). F2 · ownership.nature: The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick disclaims beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:39 UTC |
BLITZER MICHAELDirector · 10% owner
Inflection Point Holdings II LLC10% owner · Director-by-Deputization
|
GrantWarrants to purchase Common Stock · Derivative | 6,000,000 | $1.00 Strike: $11.50 | $6,000,000.00 |
DisclosureSEC source: 0001213900-25-024737 · ownership.xml · derivative · entry 8 BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · Director-by-Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Inflection Point Holdings II LLC Disclosed balance after: 6,000,000 Underlying: Common Stock, par value $0.0001 per share · 6,000,000 shares Expires 2030-03-13 F10 · shares: 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. F11 · ownership.direct: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:39 UTC |
BLITZER MICHAELDirector · 10% owner
Inflection Point Holdings II LLC10% owner · Director-by-Deputization
|
GrantWarrant to purchase Common Stock · Derivative | 294,118 | Not disclosed Strike: $12.00 | Not disclosed |
DisclosureSEC source: 0001213900-25-024737 · ownership.xml · derivative · entry 7 BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · Director-by-Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Inflection Point Fund I, LP Disclosed balance after: 1,689,338 Underlying: Common Stock, par value $0.0001 per share · 294,118 shares Expires 2030-03-13 F7 · derivative.exercise_price: 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). F6 · shares: 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. F7 · shares: 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). F6 · price: 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. F7 · price: 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). F6 · derivative.underlying_shares: 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. F7 · derivative.underlying_shares: 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). F6 · balance_after: 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. F7 · balance_after: 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). F9 · balance_after: 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. F5 · ownership.direct: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:39 UTC |
BLITZER MICHAELDirector · 10% owner
Inflection Point Holdings II LLC10% owner · Director-by-Deputization
|
GrantWarrant to purchase Common Stock · Derivative | 1,395,220 | Not disclosed Strike: $12.00 | Not disclosed |
DisclosureSEC source: 0001213900-25-024737 · ownership.xml · derivative · entry 6 BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · Director-by-Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Inflection Point Fund I, LP Disclosed balance after: 1,395,220 Underlying: Common Stock, par value $0.0001 per share · 1,395,220 shares Expires 2030-03-13 F7 · derivative.exercise_price: 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). F7 · shares: 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). F9 · shares: 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. F7 · price: 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). F9 · price: 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. F7 · derivative.underlying_shares: 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). F9 · derivative.underlying_shares: 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. F7 · balance_after: 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). F9 · balance_after: 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. F5 · ownership.direct: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:39 UTC |
BLITZER MICHAELDirector · 10% owner
Inflection Point Holdings II LLC10% owner · Director-by-Deputization
|
GrantWarrant to purchase Common Stock · Derivative | 178,309 | Not disclosed Strike: $12.00 | Not disclosed |
DisclosureSEC source: 0001213900-25-024737 · ownership.xml · derivative · entry 5 BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · Director-by-Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 178,309 Underlying: Common Stock, par value $0.0001 per share · 178,309 shares Expires 2030-03-13 F7 · derivative.exercise_price: 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). F7 · shares: 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). F8 · shares: 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. F7 · price: 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). F8 · price: 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. F7 · derivative.underlying_shares: 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). F8 · derivative.underlying_shares: 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. F7 · balance_after: 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). F8 · balance_after: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:39 UTC |
BLITZER MICHAELDirector · 10% owner
Inflection Point Holdings II LLC10% owner · Director-by-Deputization
|
GrantSeries A Preferred Stock, par value $0.0001 per share · Derivative | 294,118 | Not disclosed Strike: $12.00 | Not disclosed |
DisclosureSEC source: 0001213900-25-024737 · ownership.xml · derivative · entry 4 BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · Director-by-Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Inflection Point Fund I, LP Disclosed balance after: 1,504,942 Underlying: Common Stock, par value $0.0001 per share · 294,118 shares Expires not disclosed F2 · derivative.exercise_price: 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. F2 · shares: 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. F6 · shares: 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. F2 · price: 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. F6 · price: 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. F2 · derivative.exercise_date: 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. F2 · derivative.expiration_date: 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. F2 · derivative.underlying_shares: 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. F6 · derivative.underlying_shares: 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. F2 · balance_after: 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. F6 · balance_after: 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. F5 · ownership.direct: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:39 UTC |
BLITZER MICHAELDirector · 10% owner
Inflection Point Holdings II LLC10% owner · Director-by-Deputization
|
GrantSeries A Preferred Stock, par value $0.0001 per share · Derivative | 1,210,824 | Not disclosed Strike: $12.00 | Not disclosed |
DisclosureSEC source: 0001213900-25-024737 · ownership.xml · derivative · entry 3 BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · Director-by-Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Inflection Point Fund I, LP Disclosed balance after: 1,210,824 Underlying: Common Stock, par value $0.0001 per share · 1,210,824 shares Expires not disclosed F2 · derivative.exercise_price: 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. F2 · shares: 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. F4 · shares: 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. F2 · price: 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. F4 · price: 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. F2 · derivative.exercise_date: 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. F2 · derivative.expiration_date: 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. F2 · derivative.underlying_shares: 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. F4 · derivative.underlying_shares: 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. F2 · balance_after: 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. F4 · balance_after: 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. F5 · ownership.direct: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:39 UTC |
BLITZER MICHAELDirector · 10% owner
Inflection Point Holdings II LLC10% owner · Director-by-Deputization
|
GrantSeries A Preferred Stock, par value $0.0001 per share · Derivative | 131,048 | Not disclosed Strike: $12.00 | Not disclosed |
DisclosureSEC source: 0001213900-25-024737 · ownership.xml · derivative · entry 2 BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · Director-by-Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 411,018 Underlying: Common Stock, par value $0.0001 per share · 131,048 shares Expires not disclosed F2 · derivative.exercise_price: 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. F2 · shares: 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. F3 · shares: 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. F2 · price: 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. F3 · price: 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. F2 · derivative.exercise_date: 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. F2 · derivative.expiration_date: 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. F2 · derivative.underlying_shares: 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. F3 · derivative.underlying_shares: 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. F2 · balance_after: 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. F3 · balance_after: 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. Read SEC document |
| March 13, 2025 Filed Mar 18, 2025 01:39 UTC |
BLITZER MICHAELDirector · 10% owner
Inflection Point Holdings II LLC10% owner · Director-by-Deputization
|
GrantSeries A Preferred Stock, par value $0.0001 per share · Derivative | 279,970 | Not disclosed Strike: $12.00 | Not disclosed |
DisclosureSEC source: 0001213900-25-024737 · ownership.xml · derivative · entry 1 BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · Director-by-Deputization Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 279,970 Underlying: Common Stock, par value $0.0001 per share · 279,970 shares Expires not disclosed F2 · derivative.exercise_price: 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. F1 · shares: 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"). F2 · shares: 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. F1 · price: 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"). F2 · price: 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. F2 · derivative.exercise_date: 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. F2 · derivative.expiration_date: 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. F1 · derivative.underlying_shares: 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"). F2 · derivative.underlying_shares: 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. F1 · balance_after: 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"). F2 · balance_after: 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. Read SEC document |
| March 13, 2025 Filed Sep 16, 2025 21:34 UTC |
Kern Paul JDirector
|
OtherCommon Stock, par value $0.0001 per share | 4,699 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001315431-25-000008 · wk-form4_1758058440.xml · nonDerivative · entry 1 Kern Paul J · CIK 0001315431 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 167,824 F1 · kind: Pro rata distribution from Bayshore Rare Earths II, LLC, of which the reporting person is a limited partner. F1 · price: Pro rata distribution from Bayshore Rare Earths II, LLC, of which the reporting person is a limited partner. Read SEC document |
| March 12, 2025 Filed Mar 14, 2025 23:13 UTC |
Inflection Point Holdings II LLC10% owner · See Remarks
BLITZER MICHAELDirector · 10% owner
|
Exercise / conversionClass B ordinary shares, par value $0.0001 per share · Derivative | 50,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-25-024250 · ownership.xml · derivative · entry 2 Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · See Remarks BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 50,000 Underlying: Class A ordinary shares, par value $0.0001 per share · 50,000 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: 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. F1 · kind: 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. F1 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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. F2 · ownership.direct: 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. F3 · ownership.direct: 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. Read SEC document |
| March 12, 2025 Filed Mar 14, 2025 23:13 UTC |
Inflection Point Holdings II LLC10% owner · See Remarks
BLITZER MICHAELDirector · 10% owner
|
Exercise / conversionCommon stock, par value $0.0001 per share | 50,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-25-024250 · ownership.xml · nonDerivative · entry 1 Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · See Remarks BLITZER MICHAEL · CIK 0001458423 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 6,250,000 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: 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. F1 · price: 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. F2 · ownership.direct: 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. F3 · ownership.direct: 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. Read SEC document |
| November 18, 2024 Filed Nov 20, 2024 01:17 UTC |
Inflection Point Holdings II LLC10% owner · See Remarks
BLITZER MICHAELDirector · Chairman and CEO · 10% owner
|
Exercise / conversionClass B ordinary shares, par value $0.0001 per share · Derivative | 6,200,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-24-100310 · ownership.xml · derivative · entry 2 Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · See Remarks BLITZER MICHAEL · CIK 0001458423 · Director · Chairman and CEO · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 50,000 Underlying: Class A ordinary shares, par value $0.0001 per share · 6,200,000 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration. F1 · kind: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration. F1 · derivative.exercise_date: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration. F1 · derivative.expiration_date: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration. F2 · ownership.direct: 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. F3 · ownership.direct: 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. Read SEC document |
| November 18, 2024 Filed Nov 20, 2024 01:17 UTC |
Inflection Point Holdings II LLC10% owner · See Remarks
BLITZER MICHAELDirector · Chairman and CEO · 10% owner
|
Exercise / conversionClass A ordinary shares, par value $0.0001 per share | 6,200,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001213900-24-100310 · ownership.xml · nonDerivative · entry 1 Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · See Remarks BLITZER MICHAEL · CIK 0001458423 · Director · Chairman and CEO · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 6,200,000 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration. F1 · price: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration. F2 · ownership.direct: 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. F3 · ownership.direct: 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. Read SEC document |
| May 30, 2023 Filed May 30, 2023 20:32 UTC |
Inflection Point Holdings II LLC10% owner · See Remarks
BLITZER MICHAELDirector · Chief Executive Officer · 10% owner
|
OtherClass B Ordinary Shares · Derivative | 75,000 | $0.00 | $0.00 |
DisclosureSEC source: 0001213900-23-044032 · ownership.xml · derivative · entry 1 Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · See Remarks BLITZER MICHAEL · CIK 0001458423 · Director · Chief Executive Officer · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 6,250,000 Underlying: Class A Ordinary Shares · 75,000 shares Expires not disclosed F1 · derivative.exercise_price: The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-271128) and have no expiration date. F2 · kind: On May 30, 2023, Inflection Point Holdings II LLC forfeited at no cost 75,000 Class B ordinary shares of the Issuer in connection with the election by the underwriters of the Issuer's initial public offering of units to exercise an option granted to them to cover over-allotments in part and not in full. F1 · derivative.exercise_date: The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-271128) and have no expiration date. F1 · derivative.expiration_date: The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-271128) and have no expiration date. F3 · ownership.direct: Inflection Point Holdings II LLC is the record holder of the securities reported herein. Michael Blitzer is the managing member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held of record 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. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.