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person · Reporting owner

BLITZER MICHAEL

Disclosed activity across 9 companies

Tapewire entity
19073
SEC CIK
0001458423

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Inflection Point Acquisition Corp. IIIIPCX · Entity 23412Director · See Remarks · 10% ownerAugust 12, 2026August 14, 2026
Inflection Point Acquisition Corp. VIPEX · Entity 6626Director · Chief Executive OfficerJanuary 01, 2026January 06, 2026
Inflection Point Acquisition Corp. VIIPFX · Entity 5810Director · 10% ownerMarch 26, 2026March 26, 2026
Inflection Point Acquisition Corp. VIICMII · Entity 5897DirectorJune 26, 2026July 03, 2026
Inflection Point Acquisition Corp. VIIIIPHX · Entity 9440Director · 10% ownerAugust 27, 2026August 27, 2026
Intuitive Machines, Inc.LUNR · Entity 4390DirectorJune 04, 2026June 08, 2026
Merlin, Inc.MRLN · Entity 6007DirectorSeptember 16, 2026September 18, 2026
Pasqal Holding SAPSQL · Entity 1471DirectorAugust 27, 2026August 27, 2026
USA Rare Earth, Inc.USAR · Entity 4023DirectorJuly 19, 2026July 20, 2026

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Inflection Point Acquisition Corp. III

Report date August 12, 2026 · Filed August 14, 2026

Jointly reported with Inflection Point Holdings III LLC, Inflection Point Asset Management LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Ordinary Shares, par value $0.0001 per shareSEC Table I · non-derivativeDirect8,983,333 Last balance in matching sequence After 2026-08-12 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2026-08-12 · Grant · Acquired 8,433,333 · Balance 8,933,333

F1: In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Row 2 · 2026-08-12 · Grant · Acquired 50,000 · Balance 8,983,333

F3: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Class B Ordinary Shares, par value $0.0001 per shareSEC Table II · derivative / convertible securityDirect0 Reported balance After 2026-08-12 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2026-08-12 · Exercise / conversion · Disposed 8,433,333 · Balance 0

F1: In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Rights to receive Class A ordinary sharesSEC Table II · derivative / convertible securityDirect0 Reported balance After 2026-08-12 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2026-08-12 · Exercise / conversion · Disposed 500,000 · Balance 0

F3: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Filing footnotes · ownership attribution and instrument terms

F1: In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

F3: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

Inflection Point Acquisition Corp. V

Report date January 01, 2026 · Filed January 06, 2026

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class B Ordinary Shares, par value $0.0001 per shareSEC Table II · derivative / convertible securityIndirectBy Inflection Point Fund I, LP0 Reported balance After 2026-01-01 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2026-01-01 · Other · Disposed 990,000 · Balance 0

F1: Class B ordinary shares of the Issuer are convertible into 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. 333-284082), as amended, and have no expiration date.

F2: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

Filing footnotes · ownership attribution and instrument terms

F1: Class B ordinary shares of the Issuer are convertible into 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. 333-284082), as amended, and have no expiration date.

F2: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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 Acquisition Corp. VI

Report date March 26, 2026 · Filed March 26, 2026

Jointly reported with Inflection Point Holdings VI LLC, Inflection Point Asset Management LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class B Ordinary Shares, par value $0.0001 per shareSEC Table II · derivative / convertible securityDirectNot disclosed Reported balance Holding disclosure · report date 2026-03-26 · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · Balance Not disclosed

F1: 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. 333-292443) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,100,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

F2: Inflection Point Holdings VI LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings VI LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VI LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VI LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings VI LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Filing footnotes · ownership attribution and instrument terms

F1: 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. 333-292443) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,100,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

F2: Inflection Point Holdings VI LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings VI LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VI LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VI LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings VI LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Inflection Point Acquisition Corp. VII

Report date June 26, 2026 · Filed July 03, 2026

This filing explicitly reported no securities owned.

Inflection Point Acquisition Corp. VIII

Report date August 27, 2026 · Filed August 27, 2026

Jointly reported with Inflection Point Holdings VIII LLC, Inflection Point Asset Management LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class B Ordinary Shares, par value $0.0001 per shareSEC Table II · derivative / convertible securityDirectNot disclosed Reported balance Holding disclosure · report date 2026-08-27 · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · Balance Not disclosed

F1: 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. 333-298162) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,250,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

F2: Inflection Point Holdings VIII LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings VIII LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VIII LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VIII LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings VIII LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Filing footnotes · ownership attribution and instrument terms

F1: 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. 333-298162) (as amended, the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 1,250,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

F2: Inflection Point Holdings VIII LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings VIII LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VIII LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings VIII LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings VIII LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Intuitive Machines, Inc.

Report date June 04, 2026 · Filed June 08, 2026

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeDirect1,937,196 Reported balance After 2026-06-04 transaction · row 1
1 source row

Row 1 · 2026-06-04 · Grant · Acquired 5,948 · Balance 1,937,196

F1: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. The reporting person elected to defer receipt of these RSUs until his retirement from the Company's Board of Directors.

Filing footnotes · ownership attribution and instrument terms

F1: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. The reporting person elected to defer receipt of these RSUs until his retirement from the Company's Board of Directors.

Merlin, Inc.

Report date September 16, 2026 · Filed September 18, 2026

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common stockSEC Table I · non-derivativeDirect300,000 Reported balance After 2026-09-16 transaction · row 1
1 source row

Row 1 · 2026-09-16 · Other · Acquired 262,500 · Balance 300,000

F1: On September 16, 2026, Bleichroeder Sponsor 1 LLC (the "Sponsor") distributed an aggregate of 8,333,333 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 262,500 shares of Common Stock were distributed to Michael Blitzer on such basis.

Filing footnotes · ownership attribution and instrument terms

F1: On September 16, 2026, Bleichroeder Sponsor 1 LLC (the "Sponsor") distributed an aggregate of 8,333,333 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 262,500 shares of Common Stock were distributed to Michael Blitzer on such basis.

Pasqal Holding SA

Report date August 27, 2026 · Filed August 27, 2026

This filing explicitly reported no securities owned.

USA Rare Earth, Inc.

Report date July 19, 2026 · Filed July 20, 2026

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Restricted Stock UnitsSEC Table II · derivative / convertible securityDirect133,353 Reported balance After 2026-07-19 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2026-07-19 · Grant · Acquired 133,353 · Balance 133,353

F1: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

F2: Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.

Restricted Stock UnitsSEC Table II · derivative / convertible securityDirect31,427 Reported balance After 2026-07-19 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2026-07-19 · Grant · Acquired 31,427 · Balance 31,427

F1: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

F2: Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.

Filing footnotes · ownership attribution and instrument terms

F1: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

F2: Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.

Transaction history

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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 dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
September 16, 2026 Filed Sep 18, 2026 20:33 UTC Merlin, Inc. MRLN · Entity 6007 OtherCommon stock 262,500 Not disclosed Not disclosed
Disclosure

SEC source: 0001628280-26-062747 · wk-form4_1789763581.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 300,000

F1 · kind: On September 16, 2026, Bleichroeder Sponsor 1 LLC (the "Sponsor") distributed an aggregate of 8,333,333 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 262,500 shares of Common Stock were distributed to Michael Blitzer on such basis.

F1 · price: On September 16, 2026, Bleichroeder Sponsor 1 LLC (the "Sponsor") distributed an aggregate of 8,333,333 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 262,500 shares of Common Stock were distributed to Michael Blitzer on such basis.

Read SEC document
August 12, 2026 Filed Aug 14, 2026 20:28 UTC Inflection Point Acquisition Corp. III IPCX · Entity 23412 Exercise / conversionRights to receive Class A ordinary shares · Derivative 500,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-26-090136 · ownership.xml · derivative · entry 4

Inflection Point Holdings III LLC · CIK 0002012321 · Director · 10% owner · See Remarks

Inflection Point Asset Management LLC · CIK 0002062185 · Director · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · See Remarks · 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: 0

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.

F3 · derivative.exercise_price: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F3 · kind: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F3 · price: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F3 · derivative.exercise_date: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F3 · derivative.expiration_date: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2 · ownership.direct: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Read SEC document
August 12, 2026 Filed Aug 14, 2026 20:28 UTC Inflection Point Acquisition Corp. III IPCX · Entity 23412 Exercise / conversionClass B Ordinary Shares, par value $0.0001 per share · Derivative 8,433,333 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-26-090136 · ownership.xml · derivative · entry 3

Inflection Point Holdings III LLC · CIK 0002012321 · Director · 10% owner · See Remarks

Inflection Point Asset Management LLC · CIK 0002062185 · Director · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · See Remarks · 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: 0

Underlying: Class A ordinary shares, par value $0.0001 per share · 8,433,333 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 the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F1 · kind: In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F1 · price: In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F1 · derivative.exercise_date: In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F1 · derivative.expiration_date: In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2 · ownership.direct: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Read SEC document
August 12, 2026 Filed Aug 14, 2026 20:28 UTC Inflection Point Acquisition Corp. III IPCX · Entity 23412 GrantClass A Ordinary Shares, par value $0.0001 per share 50,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-26-090136 · ownership.xml · nonDerivative · entry 2

Inflection Point Holdings III LLC · CIK 0002012321 · Director · 10% owner · See Remarks

Inflection Point Asset Management LLC · CIK 0002062185 · Director · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · See Remarks · 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: 8,983,333

F3 · price: In connection with the Closing of the Business Combination, the 500,000 rights held by Inflection Point Holdings III LLC, each entitling the holder to receive one-tenth (1/10) of on Class A ordinary share as part of the Closing, converted into 50,000 Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2 · ownership.direct: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

Read SEC document
August 12, 2026 Filed Aug 14, 2026 20:28 UTC Inflection Point Acquisition Corp. III IPCX · Entity 23412 GrantClass A Ordinary Shares, par value $0.0001 per share 8,433,333 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-26-090136 · ownership.xml · nonDerivative · entry 1

Inflection Point Holdings III LLC · CIK 0002012321 · Director · 10% owner · See Remarks

Inflection Point Asset Management LLC · CIK 0002062185 · Director · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · See Remarks · 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: 8,933,333

F1 · price: In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer and Air Water Ventures Holdings Limited, each of the Issuer's Class B ordinary shares converted into one Class A ordinary share as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended).

F2 · ownership.direct: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

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July 19, 2026 Filed Jul 20, 2026 22:57 UTC USA Rare Earth, Inc. USAR · Entity 4023 GrantRestricted Stock Units · Derivative 31,427 $0.00 $0.00
Disclosure

SEC source: 0001458423-26-000006 · wk-form4_1784588234.xml · derivative · entry 2

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 31,427

Underlying: Common Stock, par value $0.0001 per share · 31,427 shares

Expires not disclosed

F1 · derivative.exercise_price: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

F2 · shares: Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.

F1 · derivative.exercise_date: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

F1 · derivative.expiration_date: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

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July 19, 2026 Filed Jul 20, 2026 22:57 UTC USA Rare Earth, Inc. USAR · Entity 4023 GrantRestricted Stock Units · Derivative 133,353 $0.00 $0.00
Disclosure

SEC source: 0001458423-26-000006 · wk-form4_1784588234.xml · derivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 133,353

Underlying: Common Stock, par value $0.0001 per share · 133,353 shares

Expires not disclosed

F1 · derivative.exercise_price: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

F2 · shares: Each RSU represents the right to receive, at settlement, one (1) share of the Issuer's common stock, and settlement into shares of the Issuer's common stock has been deferred until the reporting person's separation from service.

F1 · derivative.exercise_date: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

F1 · derivative.expiration_date: The restricted stock units ("RSU") vest in three equal tranches on each of the first, second, and third anniversaries of the grant date, subject to acceleration upon termination of the reporting person's position as the Issuer's Executive Chair in certain circumstances and death or disability.

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June 04, 2026 Filed Jun 8, 2026 22:55 UTC Intuitive Machines, Inc. LUNR · Entity 4390 GrantClass A Common Stock 5,948 $0.00 $0.00
Disclosure

SEC source: 0001628280-26-041734 · wk-form4_1780959314.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,937,196

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. The reporting person elected to defer receipt of these RSUs until his retirement from the Company's Board of Directors.

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June 03, 2026 Filed Jun 4, 2026 23:21 UTC USA Rare Earth, Inc. USAR · Entity 4023 GrantRestricted Stock Units · Derivative 6,438 $0.00 $0.00
Disclosure

SEC source: 0001458423-26-000004 · wk-form4_1780615300.xml · derivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,438

Underlying: Common Stock, par value $0.0001 per share · 6,438 shares

Expires not disclosed

F1 · derivative.exercise_price: The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.

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 will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.

F1 · derivative.expiration_date: The restricted stock unit will fully vest on the earlier of 1 year from grant date or 2027 Annual Meeting date, anticipated to be on or about June 2, 2027.

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May 20, 2026 Filed May 21, 2026 22:35 UTC USA Rare Earth, Inc. USAR · Entity 4023 Exercise / conversionRestricted Stock Units · Derivative 18,199 Not disclosed Not disclosed
Disclosure

SEC source: 0001458423-26-000002 · wk-form4_1779402901.xml · derivative · entry 5

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.0001 per share · 18,199 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.

F2 · derivative.exercise_price: Restricted stock units convert into common stock on a one-for-one basis.

F2 · price: Restricted stock units convert into common stock on a one-for-one basis.

F3 · derivative.exercise_date: On August 13, 2025, the reporting person was granted the reported restricted stock units which vested in full on May 20, 2026.

F3 · derivative.expiration_date: On August 13, 2025, the reporting person was granted the reported restricted stock units which vested in full on May 20, 2026.

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May 20, 2026 Filed May 21, 2026 22:35 UTC USA Rare Earth, Inc. USAR · Entity 4023 Exercise / conversionRestricted Stock Units · Derivative 12,284 Not disclosed Not disclosed
Disclosure

SEC source: 0001458423-26-000002 · wk-form4_1779402901.xml · derivative · entry 4

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $0.0001 per share · 12,284 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.

F2 · derivative.exercise_price: Restricted stock units convert into common stock on a one-for-one basis.

F2 · price: Restricted stock units convert into common stock on a one-for-one basis.

F3 · derivative.exercise_date: On August 13, 2025, the reporting person was granted the reported restricted stock units which vested in full on May 20, 2026.

F3 · derivative.expiration_date: On August 13, 2025, the reporting person was granted the reported restricted stock units which vested in full on May 20, 2026.

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May 20, 2026 Filed May 21, 2026 22:35 UTC USA Rare Earth, Inc. USAR · Entity 4023 Exercise / conversionCommon Stock, par value $0.0001 per share 18,199 $0.00 $0.00
Disclosure

SEC source: 0001458423-26-000002 · wk-form4_1779402901.xml · nonDerivative · entry 2

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 877,983

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.

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May 20, 2026 Filed May 21, 2026 22:35 UTC USA Rare Earth, Inc. USAR · Entity 4023 Exercise / conversionCommon Stock, par value $0.0001 per share 12,284 $0.00 $0.00
Disclosure

SEC source: 0001458423-26-000002 · wk-form4_1779402901.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 859,784

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.

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May 20, 2026 Filed May 22, 2026 11:28 UTC Merlin, Inc. MRLN · Entity 6007 GrantCommon stock 37,500 Not disclosed Not disclosed
Disclosure

SEC source: 0001628280-26-037529 · wk-form4_1779449329.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 37,500

F1 · price: Represents an award of (i) 20,000 restricted stock units (RSUs), which vest in four equal installments every six months beginning on September 16, 2026, and (ii) 17,500 RSUs, which vest in full on the earlier to occur of (i) March 16, 2027, and (ii) one day prior to the date of the Issuers 2027 annual meeting of shareholders. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs do not expire.

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May 18, 2026 Filed May 21, 2026 01:45 UTC Intuitive Machines, Inc. LUNR · Entity 4390 OtherForward Sale Contract (obligation to sell) · Derivative 1,608,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-26-059787 · ownership.xml · derivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,608,000

Underlying: Class A common stock · 1,608,000 shares

Expires 2028-05-19

F1 · derivative.exercise_price: On May 18, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on 1,608,000 shares of Class A common stock (the "Subject Shares") of Intuitive Machines, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $44.5 million in exchange for agreeing to deliver to the dealer up to 1,608,000 Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume-weighted average price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.

F2 · derivative.exercise_price: The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement (May 19, 2028) will be determined as follows: (A) if the Settlement Price is less than or equal to $31.2541 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $40.3279 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum of 1,246,200 Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in May 2028. The Reporting Person retains beneficial ownership and voting rights of the Subject Shares unless and until the Reporting Person elects to physically settle the Contract.

F1 · kind: On May 18, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on 1,608,000 shares of Class A common stock (the "Subject Shares") of Intuitive Machines, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $44.5 million in exchange for agreeing to deliver to the dealer up to 1,608,000 Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume-weighted average price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.

F2 · kind: The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement (May 19, 2028) will be determined as follows: (A) if the Settlement Price is less than or equal to $31.2541 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $40.3279 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum of 1,246,200 Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in May 2028. The Reporting Person retains beneficial ownership and voting rights of the Subject Shares unless and until the Reporting Person elects to physically settle the Contract.

F1 · price: On May 18, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on 1,608,000 shares of Class A common stock (the "Subject Shares") of Intuitive Machines, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $44.5 million in exchange for agreeing to deliver to the dealer up to 1,608,000 Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume-weighted average price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.

F2 · price: The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement (May 19, 2028) will be determined as follows: (A) if the Settlement Price is less than or equal to $31.2541 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $40.3279 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum of 1,246,200 Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in May 2028. The Reporting Person retains beneficial ownership and voting rights of the Subject Shares unless and until the Reporting Person elects to physically settle the Contract.

F1 · derivative.exercise_date: On May 18, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on 1,608,000 shares of Class A common stock (the "Subject Shares") of Intuitive Machines, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $44.5 million in exchange for agreeing to deliver to the dealer up to 1,608,000 Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume-weighted average price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.

F2 · derivative.exercise_date: The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement (May 19, 2028) will be determined as follows: (A) if the Settlement Price is less than or equal to $31.2541 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $40.3279 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum of 1,246,200 Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in May 2028. The Reporting Person retains beneficial ownership and voting rights of the Subject Shares unless and until the Reporting Person elects to physically settle the Contract.

F1 · derivative.expiration_date: On May 18, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on 1,608,000 shares of Class A common stock (the "Subject Shares") of Intuitive Machines, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $44.5 million in exchange for agreeing to deliver to the dealer up to 1,608,000 Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume-weighted average price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.

F2 · derivative.expiration_date: The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement (May 19, 2028) will be determined as follows: (A) if the Settlement Price is less than or equal to $31.2541 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $40.3279 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum of 1,246,200 Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in May 2028. The Reporting Person retains beneficial ownership and voting rights of the Subject Shares unless and until the Reporting Person elects to physically settle the Contract.

F1 · derivative.underlying_shares: On May 18, 2026, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on 1,608,000 shares of Class A common stock (the "Subject Shares") of Intuitive Machines, Inc. (the "Issuer"). Pursuant to the Contract, the Reporting Person received an upfront cash payment of approximately $44.5 million in exchange for agreeing to deliver to the dealer up to 1,608,000 Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the volume-weighted average price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.

F2 · derivative.underlying_shares: The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement (May 19, 2028) will be determined as follows: (A) if the Settlement Price is less than or equal to $31.2541 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $40.3279 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum of 1,246,200 Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in May 2028. The Reporting Person retains beneficial ownership and voting rights of the Subject Shares unless and until the Reporting Person elects to physically settle the Contract.

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January 29, 2026 Filed Jan 29, 2026 21:02 UTC USA Rare Earth, Inc. USAR · Entity 4023 PurchaseCommon Stock, par value $0.0001 per share 100,000 $21.44 $2,143,860.00
Disclosure

SEC source: 0001213900-26-009472 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 847,500

F1 · price: This transaction was executed in multiple trades at prices ranging from $21.32 to $21.49. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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January 01, 2026 Filed Jan 6, 2026 02:41 UTC Inflection Point Acquisition Corp. V IPEX · Entity 6626 OtherClass B Ordinary Shares, par value $0.0001 per share · Derivative 990,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-26-001492 · ownership.xml · derivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By Inflection Point Fund I, LP

Disclosed balance after: 0

Underlying: Class A Ordinary Shares, par value $0.0001 per share · 990,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Class B ordinary shares of the Issuer are convertible into 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. 333-284082), as amended, and have no expiration date.

F2 · kind: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F2 · price: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F1 · derivative.exercise_date: Class B ordinary shares of the Issuer are convertible into 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. 333-284082), as amended, and have no expiration date.

F1 · derivative.expiration_date: Class B ordinary shares of the Issuer are convertible into 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. 333-284082), as amended, and have no expiration date.

F2 · ownership.nature: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

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January 01, 2026 Filed Jan 6, 2026 02:42 UTC Inflection Point Acquisition Corp. III IPCX · Entity 23412 OtherRights to receive Class A ordinary shares · Derivative 500,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-26-001494 · ownership.xml · derivative · entry 2

BLITZER MICHAEL · CIK 0001458423 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By Inflection Point Fund I, LP

Disclosed balance after: 0

Underlying: Class A Ordinary Shares, par value $0.0001 per share · 50,000 shares

Expires not disclosed

F2 · derivative.exercise_price: Consists of 500,000 rights to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination that are included in 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended) under the heading "Description of Securities--Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

F1 · kind: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F1 · price: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F2 · derivative.exercise_date: Consists of 500,000 rights to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination that are included in 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended) under the heading "Description of Securities--Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

F2 · derivative.expiration_date: Consists of 500,000 rights to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination that are included in 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering. As described in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended) under the heading "Description of Securities--Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

F1 · balance_after: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F1 · ownership.nature: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

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January 01, 2026 Filed Jan 6, 2026 02:42 UTC Inflection Point Acquisition Corp. III IPCX · Entity 23412 OtherClass A Ordinary Shares, par value $0.0001 per share 500,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-26-001494 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · By Inflection Point Fund I, LP

Disclosed balance after: 0

F1 · kind: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F1 · price: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F1 · ownership.nature: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

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January 01, 2026 Filed Jan 6, 2026 02:39 UTC USA Rare Earth, Inc. USAR · Entity 4023 OtherSeries A Preferred Stock, par value $0.0001 per share · Derivative 343,157 Not disclosed Strike: $7.00 Not disclosed
Disclosure

SEC source: 0001213900-26-001486 · ownership.xml · derivative · entry 3

BLITZER MICHAEL · CIK 0001458423 · Director

Inflection Point Holdings II LLC · CIK 0001970530 · 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: 0

Underlying: Common Stock, par value $0.0001 per share · 646,552 shares

Expires not disclosed

F3 · derivative.exercise_price: Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("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, subject to adjustment as set forth in the Certificate of Designation. Pursuant to the terms of the Certificate of Designation, the conversion price is $7.00. The Series A Preferred Stock has no expiration date.

F1 · kind: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F1 · shares: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F1 · price: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F3 · derivative.exercise_date: Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("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, subject to adjustment as set forth in the Certificate of Designation. Pursuant to the terms of the Certificate of Designation, the conversion price is $7.00. The Series A Preferred Stock has no expiration date.

F3 · derivative.expiration_date: Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("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, subject to adjustment as set forth in the Certificate of Designation. Pursuant to the terms of the Certificate of Designation, the conversion price is $7.00. The Series A Preferred Stock has no expiration date.

F1 · balance_after: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F1 · ownership.nature: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

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January 01, 2026 Filed Jan 6, 2026 02:39 UTC USA Rare Earth, Inc. USAR · Entity 4023 OtherCommon Stock, par value $0.0001 per share 562,500 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-26-001486 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

Inflection Point Holdings II LLC · CIK 0001970530 · 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: 0

F1 · kind: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F1 · price: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

F1 · ownership.nature: This report is being filed solely to disclose a change in beneficial ownership by the reporting person as a result of an administrative change as of January 1, 2026 in the internal governance documents of Inflection Point Asset Management LLC and Inflection Point GP I LLC, and not as a result of any sale, transfer, or other disposition of securities by the reporting person or Inflection Point Fund I, LP. Inflection Point Fund I, LP is the record holder of such securities. 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.

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November 13, 2025 Filed Nov 14, 2025 00:15 UTC Intuitive Machines, Inc. LUNR · Entity 4390 PurchaseClass A Common Stock 100,000 $8.83 $883,230.00
Disclosure

SEC source: 0001213900-25-110210 · ownership.xml · nonDerivative · entry 2

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,931,248

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.5949 to $9.10, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

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November 12, 2025 Filed Nov 14, 2025 00:15 UTC Intuitive Machines, Inc. LUNR · Entity 4390 PurchaseClass A Common Stock 141,080 $9.27 $1,307,204.96
Disclosure

SEC source: 0001213900-25-110210 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,831,248

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.2050 to $9.355, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein.

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October 01, 2025 Filed Oct 3, 2025 22:20 UTC USA Rare Earth, Inc. USAR · Entity 4023 GrantRestricted Stock Units · Derivative 5,054 $0.00 Strike: $0.00 $0.00
Disclosure

SEC source: 0001458423-25-000008 · wk-form4_1759530015.xml · derivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,054

Underlying: Common Stock, par value $0.0001 per share · 5,054 shares

Expires not disclosed

F1 · security: 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 on October 1, 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 · derivative.expiration_date: The restricted stock unit ("RSU") will vest on October 1, 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.

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September 15, 2025 Filed Sep 17, 2025 20:05 UTC USA Rare Earth, Inc. USAR · Entity 4023 OtherCommon Stock, par value $0.0001 per share 3,125,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-25-088554 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

Inflection Point Holdings II LLC · CIK 0001970530 · 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: 3,125,000

F1 · kind: On September 15, 2025, Inflection Point Holdings II LLC (the "Sponsor") distributed an aggregate of 3,125,000 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 747,500 shares of Common Stock were distributed to Michael Blitzer on such basis and 562,500 shares of Common Stock were distributed to Inflection Point Fund I, LP ("Inflection Point Fund") on such basis. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the acquisition by Mr. Blitzer and Inflection Point Fund from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.

F1 · price: On September 15, 2025, Inflection Point Holdings II LLC (the "Sponsor") distributed an aggregate of 3,125,000 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 747,500 shares of Common Stock were distributed to Michael Blitzer on such basis and 562,500 shares of Common Stock were distributed to Inflection Point Fund I, LP ("Inflection Point Fund") on such basis. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the acquisition by Mr. Blitzer and Inflection Point Fund from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.

F2 · ownership.nature: The Sponsor is the record holder of such securities. Michael Blitzer is the sole Managing Member of the Sponsor and shares voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

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September 09, 2025 Filed Sep 12, 2025 00:41 UTC Inflection Point Acquisition Corp. V MAYA · Entity 6626 OtherClass B Ordinary Shares, par value $0.0001 per share · Derivative 990,000 $1.31 $1,296,900.00
Disclosure

SEC source: 0001213900-25-086984 · ownership.xml · derivative · entry 1

Inflection Point Fund I, LP · CIK 0002062187 · Director · 10% owner · See Remarks

Inflection Point GP I LLC · CIK 0002062003 · Director · 10% owner

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: 990,000

Underlying: Class A Ordinary Shares, par value $0.0001 per share · 990,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Class B ordinary shares of the Issuer are convertible into 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. 333-284082), as amended, and have no expiration date.

F2 · kind: The 990,000 Class B ordinary shares reported herein (collectively, the "Shares") were acquired by the Reporting Person pursuant to the Purchase Agreement, dated as of September 9, 2025 ("Purchase Agreement"), by and between Maywood Sponsor LLC and Inflection Point Fund I LP. On September 9, 2025, the transactions contemplated by the Purchase Agreement were consummated and the Reporting Person purchased the Shares for an aggregate purchase price of $1,300,000.00.

F1 · derivative.exercise_date: Class B ordinary shares of the Issuer are convertible into 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. 333-284082), as amended, and have no expiration date.

F1 · derivative.expiration_date: Class B ordinary shares of the Issuer are convertible into 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. 333-284082), as amended, and have no expiration date.

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August 14, 2025 Filed Aug 15, 2025 22:44 UTC USA Rare Earth, Inc. USAR · Entity 4023 SaleWarrants to purchase Common Stock · Derivative 3,813,334 $5.70 Strike: $11.50 $21,736,003.80
Disclosure

SEC source: 0001213900-25-077642 · ownership.xml · derivative · entry 10

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: 0

Underlying: Common Stock, par value $0.0001 per share · 3,813,334 shares

Expires 2030-03-13

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August 14, 2025 Filed Aug 15, 2025 22:44 UTC USA Rare Earth, Inc. USAR · Entity 4023 OtherWarrants to purchase Common Stock · Derivative 6,000,000 Not disclosed Strike: $11.50 Not disclosed
Disclosure

SEC source: 0001213900-25-077642 · 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: 0

Underlying: Common Stock, par value $0.0001 per share · 6,000,000 shares

Expires 2030-03-13

F4 · kind: On August 14, 2025, Inflection Point Holdings II LLC (the "Sponsor") distributed an aggregate of 6,000,000 private placement warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 3,813,334 private placement warrants were distributed to Michael Blitzer on such basis. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the acquisition by Mr. Blitzer from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.

F4 · price: On August 14, 2025, Inflection Point Holdings II LLC (the "Sponsor") distributed an aggregate of 6,000,000 private placement warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 3,813,334 private placement warrants were distributed to Michael Blitzer on such basis. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Blitzer's deemed beneficial ownership of the securities held by the Sponsor) to its members and the acquisition by Mr. Blitzer from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934.

F6 · ownership.nature: The Sponsor is the record holder of such securities. Michael Blitzer is the sole Managing Member of the Sponsor and shares voting and investment discretion with respect to the securities held by the Sponsor. Michael Blitzer disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Read SEC document
August 13, 2025 Filed Aug 15, 2025 22:44 UTC USA Rare Earth, Inc. USAR · Entity 4023 Exercise / conversionSeries A Preferred Stock, par value $0.0001 per share · Derivative 1,161,805 Not disclosed Strike: $7.00 Not disclosed
Disclosure

SEC source: 0001213900-25-077642 · 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: 343,137

Underlying: Common Stock, par value $0.0001 per share · 2,091,849 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: Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("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, subject to adjustment as set forth in the Certificate of Designation. Initially, the conversion price was $12.00. Pursuant to the terms of the Certificate of Designation, the conversion price was reset to $7.00. The Series A Preferred Stock has no expiration date.

F1 · price: Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("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, subject to adjustment as set forth in the Certificate of Designation. Initially, the conversion price was $12.00. Pursuant to the terms of the Certificate of Designation, the conversion price was reset to $7.00. The Series A Preferred Stock has no expiration date.

F1 · derivative.exercise_date: Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("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, subject to adjustment as set forth in the Certificate of Designation. Initially, the conversion price was $12.00. Pursuant to the terms of the Certificate of Designation, the conversion price was reset to $7.00. The Series A Preferred Stock has no expiration date.

F1 · derivative.expiration_date: Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("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, subject to adjustment as set forth in the Certificate of Designation. Initially, the conversion price was $12.00. Pursuant to the terms of the Certificate of Designation, the conversion price was reset to $7.00. The Series A Preferred Stock has no expiration date.

F1 · balance_after: Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("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, subject to adjustment as set forth in the Certificate of Designation. Initially, the conversion price was $12.00. Pursuant to the terms of the Certificate of Designation, the conversion price was reset to $7.00. The Series A Preferred Stock has no expiration date.

F5 · ownership.nature: Inflection Point Fund I, LP ("Inflection Point Fund") is the record holder of such securities. 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 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.

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August 13, 2025 Filed Aug 15, 2025 22:44 UTC USA Rare Earth, Inc. USAR · Entity 4023 GrantRestricted Stock Units · Derivative 12,284 $0.00 $0.00
Disclosure

SEC source: 0001213900-25-077642 · 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: 12,284

Underlying: Common Stock, par value $0.0001 per share · 12,284 shares

Expires not disclosed

F2 · derivative.exercise_price: The restricted stock unit 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.

F3 · 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 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 · derivative.expiration_date: The restricted stock unit 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.

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August 13, 2025 Filed Aug 15, 2025 22:44 UTC USA Rare Earth, Inc. USAR · Entity 4023 GrantRestricted Stock Units · Derivative 18,199 $0.00 $0.00
Disclosure

SEC source: 0001213900-25-077642 · 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: Direct

Disclosed balance after: 18,199

Underlying: Common Stock, par value $0.0001 per share · 18,199 shares

Expires not disclosed

F2 · derivative.exercise_price: The restricted stock unit 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.

F3 · 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 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 · derivative.expiration_date: The restricted stock unit 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 22:44 UTC USA Rare Earth, Inc. USAR · Entity 4023 SaleCommon Stock, par value $0.0001 per share 2,091,849 $15.75 $32,946,621.75
Disclosure

SEC source: 0001213900-25-077642 · ownership.xml · nonDerivative · 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: Indirect · By Inflection Point Fund I, LP

Disclosed balance after: 0

F5 · ownership.nature: Inflection Point Fund I, LP ("Inflection Point Fund") is the record holder of such securities. 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 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.

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August 13, 2025 Filed Aug 15, 2025 22:44 UTC USA Rare Earth, Inc. USAR · Entity 4023 Exercise / conversionCommon Stock, par value $0.0001 per share 2,091,849 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-25-077642 · ownership.xml · nonDerivative · 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: Indirect · By Inflection Point Fund I, LP

Disclosed balance after: 2,091,849

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 · price: Each share of Series A Preferred Stock, par value $0.0001 per share of the Issuer ("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, subject to adjustment as set forth in the Certificate of Designation. Initially, the conversion price was $12.00. Pursuant to the terms of the Certificate of Designation, the conversion price was reset to $7.00. The Series A Preferred Stock has no expiration date.

F5 · ownership.nature: Inflection Point Fund I, LP ("Inflection Point Fund") is the record holder of such securities. 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 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.

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June 13, 2025 Filed Jun 17, 2025 01:31 UTC USA Rare Earth, Inc. USAR · Entity 4023 SaleWarrant to Purchase Common Stock · Derivative 2,896,009 $5.50 Strike: $7.00 $15,928,049.50
Disclosure

SEC 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.

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June 13, 2025 Filed Jun 17, 2025 01:31 UTC USA Rare Earth, Inc. USAR · Entity 4023 SaleWarrant to Purchase Common Stock · Derivative 305,673 $5.50 Strike: $7.00 $1,681,201.50
Disclosure

SEC 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.

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June 05, 2025 Filed Jun 9, 2025 22:00 UTC Intuitive Machines, Inc. LUNR · Entity 4390 GrantClass A Common Stock 18,383 $0.00 $0.00
Disclosure

SEC source: 0001213900-25-052737 · ownership.xml · nonDerivative · entry 1

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,690,168

F1 · shares: Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date. The RSUs do not expire. The reporting person elected to defer receipt of these RSUs until his retirement from the Company's Board of Directors

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April 28, 2025 Filed Apr 30, 2025 21:55 UTC Inflection Point Acquisition Corp. III IPCX · Entity 23412 GrantRights to receive Class A ordinary shares · Derivative 500,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-25-037799 · ownership.xml · derivative · entry 2

Inflection Point Holdings III LLC · CIK 0002012321 · Director · 10% owner · See Remarks

Inflection Point Asset Management LLC · CIK 0002062185 · Director · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · See Remarks · 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: 500,000

Underlying: Class A Ordinary Shares, par value $0.0001 per share · 50,000 shares

Expires not disclosed

F4 · derivative.exercise_price: Consists of 500,000 rights to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination that are included in 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering. As described in the in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended) under the heading "Description of Securities--Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

F2 · price: Each private placement unit was purchased for $10.00 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.

F4 · derivative.exercise_date: Consists of 500,000 rights to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination that are included in 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering. As described in the in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended) under the heading "Description of Securities--Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

F4 · derivative.expiration_date: Consists of 500,000 rights to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination that are included in 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering. As described in the in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended) under the heading "Description of Securities--Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

F4 · balance_after: Consists of 500,000 rights to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination that are included in 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering. As described in the in the Issuer's Registration Statement on Form S-1 (File No. 333-283427) (as amended) under the heading "Description of Securities--Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein and have no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights.

F3 · ownership.direct: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

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April 28, 2025 Filed Apr 30, 2025 21:55 UTC Inflection Point Acquisition Corp. III IPCX · Entity 23412 GrantClass A Ordinary Shares, par value $0.0001 per share 500,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-25-037799 · ownership.xml · nonDerivative · entry 1

Inflection Point Holdings III LLC · CIK 0002012321 · Director · 10% owner · See Remarks

Inflection Point Asset Management LLC · CIK 0002062185 · Director · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · See Remarks · 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: 500,000

F1 · price: Consists of 500,000 Class A ordinary shares, par value $0.0001 per share of the Issuer that are included in the 500,000 private placement units of the Issuer purchased by Inflection Point Holdings III LLC in connection with the closing of the Issuer's initial public offering.

F2 · price: Each private placement unit was purchased for $10.00 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.

F3 · ownership.direct: Inflection Point Holdings III LLC is the record holder of the securities reported herein. Inflection Point Asset Management LLC is the manager of Inflection Point Holdings III LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Michael Blitzer controls Inflection Point Asset Management LLC and shares voting and investment discretion with respect to the securities held of record by Inflection Point Holdings III LLC. Inflection Point Asset Management LLC and Michael Blitzer disclaim any beneficial ownership of the securities held by Inflection Point Holdings III LLC other than to the extent of any pecuniary interest it or he may have therein, directly or indirectly.

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March 13, 2025 Filed Mar 18, 2025 01:39 UTC USA Rare Earth, Inc. USAR · Entity 4023 GrantWarrants to purchase Common Stock · Derivative 6,000,000 $1.00 Strike: $11.50 $6,000,000.00
Disclosure

SEC 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.

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March 13, 2025 Filed Mar 18, 2025 01:39 UTC USA Rare Earth, Inc. USAR · Entity 4023 GrantWarrant to purchase Common Stock · Derivative 294,118 Not disclosed Strike: $12.00 Not disclosed
Disclosure

SEC 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.

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March 13, 2025 Filed Mar 18, 2025 01:39 UTC USA Rare Earth, Inc. USAR · Entity 4023 GrantWarrant to purchase Common Stock · Derivative 1,395,220 Not disclosed Strike: $12.00 Not disclosed
Disclosure

SEC 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.

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March 13, 2025 Filed Mar 18, 2025 01:39 UTC USA Rare Earth, Inc. USAR · Entity 4023 GrantWarrant to purchase Common Stock · Derivative 178,309 Not disclosed Strike: $12.00 Not disclosed
Disclosure

SEC 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.

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March 13, 2025 Filed Mar 18, 2025 01:39 UTC USA Rare Earth, Inc. USAR · Entity 4023 GrantSeries A Preferred Stock, par value $0.0001 per share · Derivative 294,118 Not disclosed Strike: $12.00 Not disclosed
Disclosure

SEC 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 USA Rare Earth, Inc. USAR · Entity 4023 GrantSeries A Preferred Stock, par value $0.0001 per share · Derivative 1,210,824 Not disclosed Strike: $12.00 Not disclosed
Disclosure

SEC 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 USA Rare Earth, Inc. USAR · Entity 4023 GrantSeries A Preferred Stock, par value $0.0001 per share · Derivative 131,048 Not disclosed Strike: $12.00 Not disclosed
Disclosure

SEC 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 USA Rare Earth, Inc. USAR · Entity 4023 GrantSeries A Preferred Stock, par value $0.0001 per share · Derivative 279,970 Not disclosed Strike: $12.00 Not disclosed
Disclosure

SEC 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 12, 2025 Filed Mar 14, 2025 23:13 UTC USA Rare Earth, Inc. USAR · Entity 4023 Exercise / conversionClass B ordinary shares, par value $0.0001 per share · Derivative 50,000 $0.00 $0.00
Disclosure

SEC 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 USA Rare Earth, Inc. USAR · Entity 4023 Exercise / conversionCommon stock, par value $0.0001 per share 50,000 Not disclosed Not disclosed
Disclosure

SEC 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.

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February 05, 2025 Filed Feb 6, 2025 01:26 UTC Intuitive Machines, Inc. LUNR · Entity 4390 Disposition to issuerClass A Common Stock 941,080 $22.00 $20,699,995.68
Disclosure

SEC source: 0001213900-25-010673 · ownership.xml · nonDerivative · entry 2

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,671,785

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February 03, 2025 Filed Feb 6, 2025 01:26 UTC Intuitive Machines, Inc. LUNR · Entity 4390 OtherWarrants · Derivative 1,800,000 $0.00 Strike: $11.50 $0.00
Disclosure

SEC source: 0001213900-25-010673 · ownership.xml · derivative · entry 3

BLITZER MICHAEL · CIK 0001458423 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 1,800,000 shares

Expires 2028-02-13

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.