SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BLITZER MICHAEL

(Last)

(First)

(Middle)

167 MADISON AVENUE

SUITE 205 #1017

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
USA Rare Earth, Inc. [ USAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	08/13/2025		M		2,091,849	A	⁽¹⁾	2,091,849	I	By Inflection Point Fund I, LP⁽⁵⁾
Common Stock, par value $0.0001 per share	08/13/2025		S		2,091,849	D	$15.75	0	I	By Inflection Point Fund I, LP⁽⁵⁾
Common Stock, par value $0.0001 per share								6,250,000	I	By Inflection Point Holdings II LLC⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	08/13/2025		A		18,199⁽³⁾		⁽²⁾	⁽²⁾	Common Stock, par value $0.0001 per share	18,199	$0	18,199	D
Restricted Stock Units	⁽²⁾	08/13/2025		A		12,284⁽³⁾		⁽²⁾	⁽²⁾	Common Stock, par value $0.0001 per share	12,284	$0	12,284	D
Series A Preferred Stock, par value $0.0001 per share	$7⁽¹⁾	08/13/2025		M			1,161,805	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.0001 per share	2,091,849	⁽¹⁾	343,137⁽¹⁾	I	By Inflection Point Fund I, LP⁽⁵⁾
Series A Preferred Stock, par value $0.0001 per share	$7⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock, par value $0.0001 per share	411,018		411,018⁽¹⁾	D
Warrants to purchase Common Stock	$11.5	08/14/2025		J⁽⁴⁾			6,000,000	04/12/2025	03/13/2030	Common Stock, par value $0.0001 per share	6,000,000	⁽⁴⁾	0	I	By Inflection Point Holdings II LLC⁽⁶⁾
Warrants to purchase Common Stock	$11.5							04/12/2025	03/13/2030	Common Stock, par value $0.0001 per share	3,813,334		3,813,334⁽⁴⁾	D
Warrants to purchase Common Stock	$11.5	08/14/2025		S			3,813,334	04/12/2025	03/13/2030	Common Stock, par value $0.0001 per share	3,813,334	$5.7	0	D

1. Name and Address of Reporting Person^*

BLITZER MICHAEL

(Last)

(First)

(Middle)

167 MADISON AVENUE

SUITE 205 #1017

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Inflection Point Holdings II LLC

(Last)

(First)

(Middle)

167 MADISON AVENUE

SUITE 205 #1017

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Director-by-Deputization

Explanation of Responses:

1. 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.

2. 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.

3. Each restricted stock unit represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

4. 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.

5. 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.

6. 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.

Remarks:

The Sponsor 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.

	/s/ Michael Blitzer	08/15/2025
	/s/ Michael Blitzer, Managing Member of Inflection Point Holdings II, LLC	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Director Blitzer Michael converted options into 2,091,849 shares and sold $32,946,622 worth of shares (2,091,849 units at $15.75) (SEC Form 4)