Inflection Point Holdings II LLC - 12 Mar 2025 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)

Role
Other*, 10%+ Owner
Signature
/s/ Michael Blitzer, Managing Member of Inflection Point Holdings II LLC
Issuer symbol
USAR
Transactions as of
12 Mar 2025
Net transactions value
$0
Form type
4
Filing time
14 Mar 2025, 19:13:44 UTC
Previous filing
19 Nov 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USAR Common stock, par value $0.0001 per share Options Exercise +50,000 +0.81% 6,250,000 12 Mar 2025 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction USAR Class B ordinary shares, par value $0.0001 per share Options Exercise $0 -50,000 -50% $0.000000 50,000 12 Mar 2025 Class A ordinary shares, par value $0.0001 per share 50,000 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 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 Michael Blitzer disclaims any beneficial ownership of the securities held by Inflection Point Holdings II LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Inflection Point Holdings II LLC may be deemed a director by deputization by virtue of its representation on the board of directors of the Issuer. Michael Blitzer is Chairman of the board of directors of the Issuer. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.