Critical Minerals Trust - Mar 13, 2025 Form 3 Insider Report for USA Rare Earth, Inc. (USAR)

Role: 10%+ Owner
Signature: /s/ David Kronenfeld, attorney-in-fact for Critical Minerals Trust
Stock symbol: USAR
Transactions as of: Mar 13, 2025
Transactions value $: $0
Form type: 3
Date filed: 3/21/2025, 07:30 PM
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	USAR	Common Stock, par value $0.0001 per share						13.7M	Mar 13, 2025	Direct	F1

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
holding	USAR	Earnout right to Common Stock							Mar 13, 2025	Common Stock, par value $0.0001 per share	1.88M	$0.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick is a director of the Issuer and files Section 16 reports separately. Mr. Gutnick beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein.
F2	Pursuant to the BCA, the reporting person is also entitled to receive up to 1,879,238 shares of common stock of the Issuer subject to the following conditions: (i) 50% of such shares vest if, during the period (the "Earnout Period") beginning on the first anniversary of the Business Combination (3/13/2026) and ending on the sixth anniversary of the Business Combination (3/13/2031), the closing sale price of one share as reported on NASDAQ is greater than or equal to $15.00 for a period of at least 20 out of 30 consecutive trading days and (ii) the remaining 50% of such shares vest if, during the Earnout Period, the closing sale price of one share as reported on NASDAQ is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days. In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration is equal to or above such aforementioned price targets, or will be forfeited if such targets are not met.

Content

The reported securities are held directly by the Critical Minerals Trust, of which Mordechai Gutnick is the trustee. Mr. Gutnick is a director of the Issuer and files Section 16 reports separately. Mr. Gutnick beneficial ownership of all securities held by the Critical Minerals Trust except to the extent of his pecuniary interest therein.

Pursuant to the BCA, the reporting person is also entitled to receive up to 1,879,238 shares of common stock of the Issuer subject to the following conditions: (i) 50% of such shares vest if, during the period (the "Earnout Period") beginning on the first anniversary of the Business Combination (3/13/2026) and ending on the sixth anniversary of the Business Combination (3/13/2031), the closing sale price of one share as reported on NASDAQ is greater than or equal to $15.00 for a period of at least 20 out of 30 consecutive trading days and (ii) the remaining 50% of such shares vest if, during the Earnout Period, the closing sale price of one share as reported on NASDAQ is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days. In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration is equal to or above such aforementioned price targets, or will be forfeited if such targets are not met.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney