Bayshore Capital Advisors, LLC - Mar 13, 2025 Form 3 Insider Report for USA Rare Earth, Inc. (USAR)

Role
10%+ Owner
Signature
/s/ David Kronenfeld, attorney-in-fact for Bayshore Capital Advisors, LLC
Stock symbol
USAR
Transactions as of
Mar 13, 2025
Transactions value $
$0
Form type
3
Date filed
3/21/2025, 07:31 PM
Next filing
Sep 18, 2025
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 11.8M Mar 13, 2025 See footnote F1, F2
holding USAR Common Stock, par value $0.0001 per share 3.62M Mar 13, 2025 See footnote F1, 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
holding USAR Earnout right to Common Stock Mar 13, 2025 Common Stock, par value $0.0001 per share 1.62M $0.00 See footnote F2, F4
holding USAR Earnout right to Common Shares Mar 13, 2025 Common Stock, par value $0.0001 per share 498K $0.00 See footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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") the reporting persons acquired these securities in exchange for the reporting person's securities in USARE pursuant to the terms and conditions of the business combination agreement, by and among Inflection Point, USARE and IPXX Merger Sub, LLC (the "BCA").
F2 The reported securities are held directly by Bayshore Rare Earths II, LLC ("BRE II"). Bayshore Capital Advisors, LLC ("Bayshore") serves as an investment advisor to BRE II. Tready Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE II. Ms. Smith disclaims beneficial ownership of all securities held by BRE II, except to the extent of her pecuniary interest therein.
F3 The reported securities are held directly by Bayshore Rare Earths, LLC ("BRE"), which is a wholly-owned subsidiary of Bayshore Partners Fund II, LP ("BPF II"). Bayshore serves as an investment advisor to BPF II. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE. Ms. Smith disclaims beneficial ownership of all securities held by BRE, except to the extent of her pecuniary interest therein.
F4 Pursuant to the BCA, BRE II and BRE are also entitled to receive up to 1,623,216 and 498,109 shares of common stock of the Issuer, respectively, 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 per share 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 per share 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 24.1 - Power of Attorney (Bayshore Capital Advisors, LLC) Exhibit 24.2 - Power of Attorney (Bayshore Rare Earths II, LLC)