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Inflection Point Holdings II LLC

Disclosed activity across 1 company

Tapewire entity
70366
SEC CIK
0001970530

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
USA Rare Earth, Inc.USAR · Entity 4023Director-by-DeputizationJanuary 01, 2026January 06, 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.

USA Rare Earth, Inc.

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

Jointly reported with BLITZER MICHAEL

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.0001 per shareSEC Table I · non-derivativeIndirectBy Inflection Point Fund I, LP0 Reported balance After 2026-01-01 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2026-01-01 · Other · Disposed 562,500 · Balance 0

F1: 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.

Series A Preferred Stock, par value $0.0001 per shareSEC Table II · derivative / convertible security · Conversion / exercise price $7.00IndirectBy Inflection Point Fund I, LP0 Reported balance After 2026-01-01 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2026-01-01 · Other · Disposed 343,157 · Balance 0

F3: 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: 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.

Common Stock, par value $0.0001 per shareSEC Table I · non-derivativeIndirectBy Inflection Point Holdings II LLC3,125,000 Reported balance Holding disclosure · report date 2026-01-01 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 3,125,000

F2: Inflection Point Holdings II LLC (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.

Series A Preferred Stock, par value $0.0001 per shareSEC Table II · derivative / convertible security · Conversion / exercise price $7.00Direct411,018 Reported balance Holding disclosure · report date 2026-01-01 · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · Balance 411,018

F3: 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.

Filing footnotes · ownership attribution and instrument terms

F1: 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: Inflection Point Holdings II LLC (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.

F3: 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.

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.”

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
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.

Read SEC document
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.

Read SEC document
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.

Read SEC document
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

Read SEC document
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.

Read SEC document
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.

Read SEC document
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.

Read SEC document
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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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.

Read SEC document
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.

Read SEC document
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.

Read SEC document
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.

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 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.

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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.

Read SEC document
November 18, 2024 Filed Nov 20, 2024 01:17 UTC USA Rare Earth, Inc. IPXX · Entity 4023 Exercise / conversionClass B ordinary shares, par value $0.0001 per share · Derivative 6,200,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-100310 · ownership.xml · derivative · entry 2

Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · Chairman and CEO · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 50,000

Underlying: Class A ordinary shares, par value $0.0001 per share · 6,200,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F1 · kind: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F1 · derivative.exercise_date: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F1 · derivative.expiration_date: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F2 · ownership.direct: Inflection Point Holdings II LLC is the record holder of such securities. Michael Blitzer is the sole Managing Member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings II LLC.

F3 · ownership.direct: Michael Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Read SEC document
November 18, 2024 Filed Nov 20, 2024 01:17 UTC USA Rare Earth, Inc. IPXX · Entity 4023 Exercise / conversionClass A ordinary shares, par value $0.0001 per share 6,200,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-100310 · ownership.xml · nonDerivative · entry 1

Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · Chairman and CEO · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,200,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F1 · price: Inflection Point Acquisition Corp. II's (the "Issuer") Class B ordinary shares are convertible for Inflection Point Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No.333-271128) and have no expiration date. On November 18, 2024, Inflection Point Holdings II LLC elected to convert 6,200,000 Class B ordinary shares into 6,200,000 Class A ordinary shares on a one-for-one basis for no consideration.

F2 · ownership.direct: Inflection Point Holdings II LLC is the record holder of such securities. Michael Blitzer is the sole Managing Member of Inflection Point Holdings II LLC and shares voting and investment discretion with respect to the securities held by Inflection Point Holdings II LLC.

F3 · ownership.direct: Michael Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Read SEC document
May 30, 2023 Filed May 30, 2023 20:32 UTC USA Rare Earth, Inc. IPXX · Entity 4023 OtherClass B Ordinary Shares · Derivative 75,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-044032 · ownership.xml · derivative · entry 1

Inflection Point Holdings II LLC · CIK 0001970530 · 10% owner · See Remarks

BLITZER MICHAEL · CIK 0001458423 · Director · Chief Executive Officer · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,250,000

Underlying: Class A Ordinary Shares · 75,000 shares

Expires not disclosed

F1 · derivative.exercise_price: The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-271128) and have no expiration date.

F2 · kind: On May 30, 2023, Inflection Point Holdings II LLC forfeited at no cost 75,000 Class B ordinary shares of the Issuer in connection with the election by the underwriters of the Issuer's initial public offering of units to exercise an option granted to them to cover over-allotments in part and not in full.

F1 · derivative.exercise_date: The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-271128) and have no expiration date.

F1 · derivative.expiration_date: The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-271128) and have no expiration date.

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

Read SEC document

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