USA Rare Earths proposes sale of 3.9M shares

Inflection Point Acquisition Corp. II submitted a Form 144 reporting proposed sales of common stock.

Rhea-AI Filing Summary

Inflection Point Acquisition Corp. II submitted a Form 144 reporting proposed sales of common stock. The filing includes a line showing 15,550,262 common shares linked to the March 13, 2025 acquisition of privately-held USA Rare Earths and lists J.P. Morgan Securities LLC as broker-dealer information.

The filing records transaction-related identifiers and a date of 06/05/2026 on a securities row; no proceeds, prices, or explicit selling-holder names beyond the acquisition reference are provided in the excerpt.

Insights

Capital Markets Attorney

Form 144 notifies the market of proposed resale of registered shares tied to a past acquisition.

Form 144 is a statutory notice used to report proposed sales by affiliates under resale exemptions. The excerpt shows 15,550,262 common shares associated with the March 13, 2025 acquisition and lists J.P. Morgan Securities LLC as broker information.

Timing and sale mechanics are not detailed here; subsequent filings or broker confirmations would state actual sale amounts, prices, and the selling holder. Watch for a Form 4 or broker-reported transaction to confirm executed sales.

Key Figures

Shares linked to acquisition: 15,550,262 shares Broker-dealer reference: J.P. Morgan Securities LLC Filing row date: 06/05/2026 +3 more

6 metrics

Shares linked to acquisition 15,550,262 shares associated with the 03/13/2025 acquisition of USA Rare Earths

Broker-dealer reference J.P. Morgan Securities LLC listed with address 270 Park Avenue and numeric entries in the filing

Filing row date 06/05/2026 date shown on a securities row in the excerpt

Numeric entry 3,877,565 numeric field present alongside broker/dealer row

Numeric entry 105,082,011.5 numeric field present in securities row

Numeric entry 223,035,366 numeric field present in securities row

Key Terms

Form 144, all-stock acquisition, broker-dealer

3 terms

Form 144 regulatory

"Filer Information | | | 144: Filer Information"

Form 144 is a document that investors must file with the government when they plan to sell a large number of shares of a company's stock. It helps ensure transparency so everyone knows how many shares are being sold and when, which can impact the stock's price.

all-stock acquisition financial

"Inflection Point Acquisition Corp. II acquired privately-held USA Rare Earths in an all-stock acquisition"

A transaction in which the buyer pays for the target entirely with shares of the buyer’s stock rather than cash or other securities; the target’s shareholders receive a specified number of the buyer’s shares (often set by an exchange ratio) in exchange for their target shares. The deal changes ownership by issuing or transferring equity, so the buyer’s outstanding share count and each owner’s percentage stake will typically change, and the ultimate value received by target shareholders depends on the buyer’s share price and any contractual price-protection provisions. Such acquisitions usually require corporate approvals, may trigger shareholder votes, and are governed by securities and exchange rules about issuing new shares and disclosure.

broker-dealer financial

"Common | J.P. Morgan Securities LLC 270 Park Avenue - 10th Floor New York NY 10017"

A broker-dealer is a licensed firm or individual that both executes trades on behalf of clients (acting as a broker) and buys or sells securities for its own account (acting as a dealer). Investors care because broker-dealers provide the plumbing of markets — they place orders, hold or move cash and securities, offer research or advice, and their stability and fees directly affect trade execution, costs, and the safety of client funds; think of them as a combined travel agent and taxi for your investments.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Inflection Point Acquisition Corp. II's Form 144 say about USAR shares?

The Form 144 lists proposed sales of common stock and shows 15,550,262 shares tied to the 03/13/2025 acquisition of USA Rare Earths. The excerpt names J.P. Morgan Securities LLC as broker information; executed sale details are not included.

Does the Form 144 disclose sale prices or proceeds for USAR (Inflection Point)?

No. The provided excerpt contains share counts and broker details but does not specify any sale price or aggregate proceeds. Price and proceeds would appear in subsequent trading reports or broker confirmations if sales occur.

Who is the broker-dealer listed on the Form 144 for USAR-related shares?

The excerpt lists J.P. Morgan Securities LLC with an address at 270 Park Avenue, New York, and associated numeric entries in the filing. The listing identifies broker information but does not confirm executed trades.

Is the 15,550,262 share figure registered or part of an acquisition disclosure?

The filing shows 15,550,262 common shares on the row describing the March 13, 2025 all-stock acquisition of USA Rare Earths. The entry links the share count to that acquisition; the excerpt does not state whether all those shares are being sold now.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 06:16 PM EDT Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0002061105
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	USA Rare Earth, Inc.
SEC File Number	001-41711
Address of Issuer	100 W Airport Rd Stillwater OKLAHOMA 74075
Phone	813-867-6155
Name of Person for Whose Account the Securities are To Be Sold	Critical Minerals Trust
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Affiliate
Relationship to Issuer	10% Owner

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	J.P. Morgan Securities LLC 270 Park Avenue - 10th Floor New York NY 10017	3877565	105082011.5	223035366	06/05/2026	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/13/2025	Inflection Point Acquisition Corp. II acquired privately-held USA Rare Earths in an all-stock acquisition	Inflection Point Acquisition Corp. II			15550262	03/13/2025	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	These shares are being sold for the account of Springfield Six One Three LLC ("SSOT") which is wholly owned by Critical Minerals Trust. In accordance with the interpretive letter from the SEC to Goldman, Sachs & Co., dated December 20, 1999, the shares being sold are subject to a variable pre-paid forward sale contract between SSOT and an affiliate of the broker named in 3(b) above. Any initial hedging activity will be conducted by or through the broker named in Section 3(b).
Date of Notice	06/05/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ J.P. Morgan Securities LLC as agent and attorney-in-fact for Critical Minerals Trust
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)