Key facts
- This page summarizes Inflection Point Holdings II LLC's Form 4 filing for USA Rare Earth, Inc. (USAR).
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 14 Mar 2025, 19:13.
Inflection Point Holdings II LLC - 12 Mar 2025 Form 4 Insider Report for USA Rare Earth, Inc. (USAR)
- Reporting relationship
- Other*, 10%+ Owner
- Issuer ticker
- USAR
- Reported as of
- 12 Mar 2025
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 14 Mar 2025, 19:13:44 UTC
- Prior SEC filing
- 19 Nov 2024
- Source filing
- View source filing
- Reporting owner signature
- /s/ Michael Blitzer, Managing Member of Inflection Point Holdings II LLC
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Inflection Point Holdings II LLC filed Form 4 for USA Rare Earth, Inc. (USAR) on 14 Mar 2025.
Change
- Previous filing in this sequence was filed on 19 Nov 2024.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
USAR
transaction
Common stock, par value $0.0001 per share
Options Exercise
- Transaction value
- Shares
- +50,000
- Change %
- +0.81%
- Price
- Shares after
- 6,250,000
- Date
- 12 Mar 2025
- Ownership
- Direct
- Footnotes
- F1, F2, F3
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
USAR
transaction
Derivative
Class B ordinary shares, par value $0.0001 per share
Options Exercise
- Transaction value
- $0
- Shares
- -50,000
- Change %
- -50%
- Price
- $0.000000
- Shares after
- 50,000
- Date
- 12 Mar 2025
- Ownership
- Direct
- Underlying class
- Class A ordinary shares, par value $0.0001 per share
- Underlying amount
- 50,000
- Exercise price
- Footnotes
- F1, F2, F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 3 footnotes
Footnote 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.
Footnote 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.
Footnote 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.
SEC 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.