[SCHEDULE 13D/A] USA Rare Earth, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 3 to Schedule 13D reports changes in beneficial ownership of USA Rare Earth, Inc. common stock by Michael Blitzer and Inflection Point Holdings II LLC (IPH). On September 15, 2025, IPH distributed 3,125,000 shares pro rata to its members for no consideration, including 747,500 shares to the Michael Blitzer 2012 Revocable Living Trust and 562,500 shares to IPF. After that distribution IPH ceased to be a beneficial owner of more than 5% of the outstanding New USARE common stock. The filing lists aggregate beneficial holdings: Mr. Blitzer beneficially owns 5,808,082 shares (5.8% reported) while IPH holds 3,125,000 shares (3.1%). The filing also discloses 30,483 RSUs that vest May 20, 2026.

Insights

Securities Analyst

TL;DR: Distribution reduced IPH below 5%; Mr. Blitzer still reports roughly 5.8% beneficial ownership including related entities.

The filing documents a pro rata distribution of 3,125,000 shares by IPH that caused IPH to fall below the five-percent reporting threshold. Mr. Blitzer remains a significant holder through direct, trust and affiliated positions, with aggregated beneficial ownership reported at 5,808,082 shares representing 5.8% of a defined outstanding share base. The filing clarifies conversion assumptions used to compute percentage ownership and notes 30,483 RSUs that vest in May 2026. Impact appears procedural—reallocation of holdings within affiliated parties rather than an open-market disposition.

Corporate Governance Expert

TL;DR: Change reflects internal reallocation of shares within the reporting group; control relationships and voting discretion remain documented.

The amendment restates identity and control relationships: Mr. Blitzer is grantor/trustee of his trust, sole managing member of IPH and controls IPF and related manager/GP entities. The disclosure explains voting and dispositive power across those entities and provides details used to calculate ownership percentages, including conversions of Series A preferred stock. This filing is primarily a compliance update to reflect a corporate reallocation and preserve transparency on voting control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

USA Rare Earth, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

91733P107

(CUSIP Number)

Michael Blitzer
167 Madison Ave,, Suite 205 #1017
New York, NY, 10016
2123191309

Joel Rubinstein
White & Case LLP, 1221 Avenue of the Americas
New York, NY, 10020
2128198200

Maia Gez
White & Case LLP, 1221 Avenue of the Americas
New York, NY, 10020
2128198200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/15/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 91733P107

1

Name of reporting person

Michael Blitzer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,495,836.00
8	Shared Voting Power 4,312,836.00
9	Sole Dispositive Power 1,495,836.00
10	Shared Dispositive Power 4,312,246.00

11

Aggregate amount beneficially owned by each reporting person

5,808,082.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 91733P107

1

Name of reporting person

Inflection Point Holdings II LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,125,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,125,000.00

11

Aggregate amount beneficially owned by each reporting person

3,125,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited liability company

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: USA Rare Earth, Inc.
(c)	Address of Issuer's Principal Executive Offices: 100 W Airport Road, Stillwater, OKLAHOMA , 74075.
Item 1 Comment: Explanatory Note: This Amendment No. 3 to Schedule 13D (this "Third Amendment") filed by Michael Blitzer and IPH (collectively, the "Reporting Persons") amends the report on Schedule 13D filed on March 25, 2025 (the "Original 13D"), as amended by Amendment No. 1 to Schedule 13D, filed on June 16, 2025 (the "First Amendment"), as amended by Amendment No. 2 to Schedule 13D, filed on August 15, 2025 (the "Second Amendment" and the Original 13D as amended by the First Amendment and the Second Amendment, the "Schedule 13D") by the Reporting Persons, with respect to the common stock, par value $0.0001 per share (the "New USARE Common Stock"), of USA Rare Earth, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used and not otherwise defined in this Third Amendment have the meanings ascribed to them in the Schedule 13D. Except as expressly amended and supplemented by this Third Amendment, the Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein. On September 15, 2025, IPH distributed an aggregate of 3,125,000 shares of New USARE Common Stock to its members as a pro rata distribution for no consideration in accordance with the terms of IPH's limited liability company agreement. 747,500 shares of New USARE Common Stock were distributed to the Michael Blitzer 2012 Revocable Living Trust on such basis and 562,500 shares of New USARE Common Stock were distributed to IPF on such basis. As of September 15, 2025, IPH ceased to be a beneficial owner of more than five percent of the New USARE Common Stock.
Item 2.	Identity and Background
(a)	N/A
(b)	N/A
(c)	N/A
(d)	N/A
(e)	N/A
(f)	N/A
Item 3.	Source and Amount of Funds or Other Consideration
	N/A
Item 4.	Purpose of Transaction
	N/A
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and restated in its entirety as follows: The information set forth in rows (7) through (13) of the cover pages of this Third Amendment is incorporated by reference into this Item 5. (a). Mr. Blitzer is the grantor and trustee of the Michael Blitzer 2012 Revocable Living Trust and holds voting and investment discretion with respect to the securities held of record by the Michael Blitzer 2012 Revocable Living Trust. Mr. Blitzer is the sole Managing Member of IPH and shares voting and investment discretion with respect to the securities held by IPH. Inflection Point Asset Management LLC and Inflection Point GP I LLC are the investment manager and general partner, respectively, of IPF. Mr. Blitzer controls each of IPF, 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 IPF. Excludes 30,483 RSUs, each of which represents the right to receive, at settlement, one (1) share of New USARE Common Stock. The RSUs will fully vest on May 20, 2026.
(b)	The information set forth in rows (7) through (13) of the cover pages of this Third Amendment is incorporated by reference into this Item 5(b). The percentage ownership for IPH was calculated based on 99,518,936 shares of New USARE Common Stock deemed outstanding consisting of (i) 97,427,087 shares of New USARE Common Stock outstanding as of August 4, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q (File No. 001-41711) filed with the SEC on August 11, 2025 plus (ii) 2,091,849 shares of New USARE Common Stock issued upon conversion of 1,161,805 shares of Series A Preferred Stock as reported in the Second Amendment. The percentage ownership for Mr. Blitzer was calculated based on 100,892,018 shares of New USARE Common Stock deemed outstanding consisting of (i) 97,427,087 shares of New USARE Common Stock outstanding as of August 4, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q (File No. 001-41711) filed with the SEC on August 11, 2025; (ii) 2,091,849 shares of New USARE Common Stock issued upon conversion of 1,161,805 shares of Series A Preferred Stock as reported in the Second Amendment, (iii) 748,336 shares of New USARE Common Stock issuable upon conversion of 411,018 shares of Series A Preferred Stock held by Michael Blitzer 2012 Revocable Living Trust taking into account accrued and unpaid payment-in-kind dividends as of September 15, 2025 and the current conversion price of $7.00; and (iv) 624,746 shares of Common Stock issuable upon conversion of 343,137 shares of Series A Preferred Stock held by IPF taking into account accrued and unpaid payment-in-kind dividends as of September 15, 2025 and the current conversion price of $7.00, each as described above.
(c)	Except as set forth herein, no transactions in the Common Stock were effected by the Reporting Persons during the past 60 days.
(d)	Not applicable
(e)	As of September 15, 2025, IPH ceased to be a beneficial owner of more than five percent of the New USARE Common Stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	N/A
Item 7.	Material to be Filed as Exhibits.
	N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Michael Blitzer

Signature:	/s/ Michael Blitzer
Name/Title:	Michael Blitzer
Date:	09/17/2025

Inflection Point Holdings II LLC

Signature:	/s/ Michael Blitzer
Name/Title:	Michael Blitzer / Managing Member
Date:	09/17/2025

FAQ

What change did the SCHEDULE 13D/A for USARW report?

It reports that on September 15, 2025 Inflection Point Holdings II LLC distributed 3,125,000 shares pro rata, causing IPH to cease being a >5% beneficial owner.

How many shares does Michael Blitzer beneficially own according to the filing?

The filing reports Michael Blitzer beneficially owns an aggregate of 5,808,082 shares, representing 5.8% of the calculated outstanding shares.

What is IPH's reported ownership after the distribution?

Inflection Point Holdings II LLC is reported to beneficially own 3,125,000 shares, representing 3.1% of the calculated outstanding shares.

Are there any unvested awards disclosed?

Yes. The filing excludes 30,483 RSUs, each exercisable into one share, which will fully vest on May 20, 2026.

Does the filing change who controls voting or investment decisions?

No change in control is stated; the filing documents that Mr. Blitzer controls IPF, Inflection Point Asset Management LLC and Inflection Point GP I LLC and exercises voting and investment discretion over affiliated holdings.