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

Rhea-AI Filing Summary

USA Rare Earth, Inc. Schedule 13D Amendment discloses recent conversions, open-market sales and grants by reporting persons Michael Blitzer and Inflection Point Holdings II LLC ("IPH"). IPF converted 1,161,805 shares of Series A preferred into 2,091,849 shares of common stock and sold those shares on August 13, 2025 at $15.75 per share. IPH distributed 6,000,000 private placement warrants pro rata to members on August 14, 2025; Mr. Blitzer received 3,813,334 warrants and sold them the same day at $5.70 per warrant. Mr. Blitzer also received 30,483 restricted stock units (RSUs) that vest May 20, 2026 and represent one share each at settlement.

The filing reports aggregate beneficial ownership of 7,607,871 shares for Mr. Blitzer (7.1% of the class) and 6,250,000 shares for IPH (5.9%), based on 99,518,936 shares outstanding after the conversion. The RSUs are excluded from the ownership totals until settlement. No other transactions in the past 60 days are reported.

Positive

• Full disclosure of conversions and sales including share and warrant counts and executed prices ($15.75 per share; $5.70 per warrant).
• Reported beneficial ownership percentages for Mr. Blitzer (7.1%) and IPH (5.9%) based on a clear outstanding share base (99,518,936).
• RSU grant documented with vesting date and reference to the issuer's RSU agreement, improving transparency on insider compensation.

Negative

• Significant open-market sales of converted common shares and distributed warrants increased public float and monetized insider holdings.
• Warrant distribution then immediate sale reduced private long-term alignment of some IPH members by converting warrants into cash proceeds.

Insights

Financial Analyst

TL;DR: Reporting persons converted preferred into common, sold converted shares and warrants, slightly increasing public float while maintaining a single-digit ownership stake.

The conversion of Series A preferred into 2,091,849 common shares and immediate open-market sale at $15.75 per share increased tradable supply and realized cash proceeds for IPF/IPP-related holders. The distribution then sale of 3,813,334 private placement warrants at $5.70 each likewise monetized a sizeable derivative holding. Combined actions diluted insider-held preferred positions into common stock then liquidated a portion into the market, but post-transaction ownership remains single-digit (7.1% for Mr. Blitzer; 5.9% for IPH) based on 99,518,936 shares outstanding. These are material financing and liquidity moves but not a change of control.

Corporate Governance Expert

TL;DR: Grants, conversions and sales were disclosed; director received RSUs that vest in 2026, with standard insider vesting provisions.

The filing documents governance-related compensation (30,483 RSUs to Mr. Blitzer) with a specified vesting date subject to the issuer's trading window and tax rules, and references the form of RSU agreement. The transactions and pro rata warrant distribution to IPH members were executed pursuant to IPH's LLC agreement. Disclosures on voting and dispositive power clarify Mr. Blitzer's control roles across affiliated entities, which is important for assessing insider influence but does not indicate novel contractual arrangements beyond routine manager and trustee relationships.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

08/13/2025

(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 740,046.00
8	Shared Voting Power 6,867,825.00
9	Sole Dispositive Power 740,046.00
10	Shared Dispositive Power 6,867,825.00

11

Aggregate amount beneficially owned by each reporting person

7,607,871.00

12

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

13

Percent of class represented by amount in Row (11)

7.1 %

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 6,250,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,250,000.00

11

Aggregate amount beneficially owned by each reporting person

6,250,000.00

12

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

13

Percent of class represented by amount in Row (11)

5.9 %

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. 2 to Schedule 13D (this "Second 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" and the Original 13D as amended by the First 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 Second Amendment have the meanings ascribed to them in the Schedule 13D. Except as expressly amended and supplemented by this Second 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 August 13, 2025, IPF converted 1,161,805 shares of Series A Preferred Stock into 2,091,849 shares of New USARE Common Stock and then sold such 2,091,849 shares of New USARE Common Stock in open market transactions at $15.75 per share. On August 13, 2025, Mr. Blitzer received two grants of Restricted Stock Units ("RSUs") totaling 30,483 RSUs, each of which represents the right to receive, at settlement, one (1) share of New USARE Common Stock. On August 14, 2025, IPH 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 IPH's limited liability company agreement. 3,813,334 private placement warrants were distributed to Mr. Blitzer on such basis. On August 14, 2025, Mr. Blitzer sold 3,813,334 private placement warrants in open market transactions at $5.70 per warrant.
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 Second 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 Second 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 herein. The percentage ownership for Mr. Blitzer 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; (ii) 740,046 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 August 13, 2025 and the current conversion price of $7.00; (iii) 617,825 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 August 13, 2025 and the current conversion price of $7.00, each as described above; and (iv) 2,091,849 shares of New USARE Common Stock issued upon conversion of 1,161,805 shares of Series A Preferred Stock as reported herein.
(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)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented with the following: On August 13, 2025, Mr. Blitzer received two grants of RSUs totaling 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. 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.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented with the following: Form of RSU Agreement for Directors (incorporated by reference to Exhibit 10.6 to the Issuer's Quarterly Report on Form 10-Q, filed on August 11, 2025).

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:	08/15/2025

Inflection Point Holdings II LLC

Signature:	/s/ Michael Blitzer
Name/Title:	Michael Blitzer / Managing Member
Date:	08/15/2025

FAQ

What transactions did Michael Blitzer and IPH report in the Schedule 13D/A for USARW?

The filing reports conversion of 1,161,805 Series A preferred into 2,091,849 common shares sold at $15.75 per share, a distribution of 6,000,000 private placement warrants by IPH, sale by Mr. Blitzer of 3,813,334 warrants at $5.70 each, and a grant of 30,483 RSUs to Mr. Blitzer.

How much USARE common stock do the reporting persons beneficially own after these transactions?

The filing reports aggregate beneficial ownership of 7,607,871 shares for Michael Blitzer (representing 7.1%) and 6,250,000 shares for IPH (representing 5.9%), based on 99,518,936 deemed outstanding shares.

When do the RSUs granted to Mr. Blitzer vest and are they included in ownership totals?

The 30,483 RSUs will fully vest on May 20, 2026 and are excluded from the reported ownership totals until settlement.

Were any other transactions in the issuer's common stock reported for the past 60 days?

Yes. The filing states that, except as set forth herein, no other transactions in the common stock were effected by the reporting persons during the past 60 days.

On what basis were the ownership percentages calculated?

Percentages were calculated using 99,518,936 shares deemed outstanding, which includes 97,427,087 shares outstanding as of August 4, 2025 plus 2,091,849 shares issued on conversion of Series A preferred as described in the filing.