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

Rhea-AI Filing Summary

Newtyn Management, LLC and Newtyn TE Partners, LP report combined beneficial ownership in USA Rare Earth, Inc. of 444,353 common shares (Newtyn Management) and 274,386 common shares (Newtyn TE Partners). These amounts reflect Newtyn Management's indirect ownership through Series A Cumulative Convertible Preferred Stock held by affiliated partnerships, which convert into the stated common shares. The reported holdings represent approximately 0.5% and 0.3% of the company's 94,704,077 outstanding common shares, respectively. The filers also disclose Preferred Investor Warrants (648,250 held by NTE and 402,171 held by NP) that were not exercisable as of the reporting date because the underlying shares were not registered, and therefore those warrant shares are not counted as beneficially owned.

Positive

• Transparent disclosure of convertible preferred positions and the resulting common share equivalents clarifies beneficial ownership.
• Warrants identified but noted as not exercisable, preventing overstatement of current ownership or voting power.

Negative

• Potential dilution exists from a sizeable number of Preferred Investor Warrants (totaling 1,050,421) if and when registered and exercised.
• Concentration of preferred holdings across affiliated funds could change ownership percentages if conversion or registration events occur.

Insights

Securities Analyst

TL;DR: Holdings are small and non-controlling; warrants are not exercisable so reported ownership is limited.

The Schedule 13G/A shows passive ownership below 5% for both reporting persons, indicating no intent to influence control. Newtyn Management's 444,353-share stake arises from convertible preferred positions held across affiliated funds, while NTE's direct beneficial ownership is 274,386 shares. The presence of substantial Preferred Investor Warrants is noted, but their non-exercisability due to registration constraints means they do not increase current beneficial ownership. For investors, these disclosures clarify ownership structure but do not signal an activist or control-driven intent.

Corporate Governance Expert

TL;DR: Disclosure aligns with passive investor filing requirements; no group or control relationships asserted.

The filing identifies Newtyn Management as investment manager to affiliated partnerships and includes a joint filing agreement. The statement that securities were not acquired to change control and the classification of ownership as 5% or less are consistent with Schedule 13G treatment. The filing explicitly states that warrants remain unexercisable pending registration, which is material for assessing dilution risk but does not affect current voting power. Governance implications are minimal given the sub-5% stakes and passive classification.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

USA Rare Earth, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

91733P107

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 91733P107

1

Names of Reporting Persons

Newtyn Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 444,353.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 444,353.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

444,353.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.5 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

CUSIP No. 91733P107

1

Names of Reporting Persons

Newtyn TE Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 274,386.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 274,386.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

274,386.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.3 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: See Item 2 for additional information.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: USA Rare Earth, Inc.
(b)	Address of issuer's principal executive offices: 100 W Airport Road, Stillwater, OK 74075
Item 2.
(a)	Name of person filing: This report on Schedule 13G is being filed by (i) Newtyn Management, LLC, a New York limited liability company ("Newtyn Management"), and (ii) Newtyn TE Partners, LP, a Delaware limited partnership ("NTE", and collectively with Newtyn Management, the "Reporting Persons"). Newtyn Management is the investment manager to NTE and Newtyn Partners, LP, a Delaware limited partnership ("NP"). As of June 30, 2025, NTE held 154,374 shares of Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), convertible into 274,386 shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of USA Rare Earth, Inc. (the "Issuer") and NP held 95,626 shares of Series A Preferred Stock convertible into 169,967 shares of Common Stock of the Issuer. Newtyn Management, as the investment manager to NTE and NP, may be deemed to beneficially own these securities. Accordingly, as of June 30, 2025, Newtyn Management may be deemed to beneficially own the 250,000 shares of Series A Preferred Stock convertible into 444,353 shares of Common Stock of the Issuer held in the aggregate by NTE and NP. Beneficial ownership percentages are based upon 94,704,077 shares of Common Stock of the Issuer issued and outstanding as of June 13, 2025, based on information reported by the Issuer in its Rule 424(b)(3) Prospectus filed with the Securities and Exchange Commission on July 2, 2025. As of June 30, 2025, NTE held 648,250 Preferred Investor Warrants to purchase up to 648,250 shares of Common Stock of the Issuer and NP held 402,171 Preferred Investor Warrants to purchase up to 402,171 shares of Common Stock of the Issuer. The exercise of the Preferred Investor Warrants was subject to the registration of the underlying shares of Common Stock pursuant to an effective registration statement. As of June 30, 2025, the Preferred Investor Warrants were not exercisable as the underlying shares of Common Stock were not registered pursuant to an effective registration statement. As a result, the Reporting Persons are not deemed to have beneficial ownership of the underlying shares of Common Stock as of June 30, 2025.
(b)	Address or principal business office or, if none, residence: The address for the Reporting Persons is 60 East 42nd Street, 9th Floor, New York, NY 10165.
(c)	Citizenship: Newtyn Management is organized under the laws of the State of New York. NTE is organized under the laws of the State of Delaware.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 91733P107
Item 4.	Ownership
(a)	Amount beneficially owned: Newtyn Management, LLC - 444,353.00 Newtyn TE Partners, LP - 274,386.00
(b)	Percent of class: Newtyn Management, LLC - 0.5 % Newtyn TE Partners, LP - 0.3 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Newtyn Management, LLC - 444,353.00 Newtyn TE Partners, LP - 274,386.00
	(ii) Shared power to vote or to direct the vote: Newtyn Management, LLC - 0.00 Newtyn TE Partners, LP - 0.00
	(iii) Sole power to dispose or to direct the disposition of: Newtyn Management, LLC - 444,353.00 Newtyn TE Partners, LP - 274,386.00
	(iv) Shared power to dispose or to direct the disposition of: Newtyn Management, LLC - 0.00 Newtyn TE Partners, LP - 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Newtyn Management, LLC

Signature:	/s/ Eugene Dozortsev
Name/Title:	Eugene Dozortsev, Authorized Signatory
Date:	08/14/2025

Newtyn TE Partners, LP

Signature:	/s/ Eugene Dozortsev
Name/Title:	Eugene Dozortsev, Authorized Signatory of Newtyn Management, LLC, the Investment Manager
Date:	08/14/2025

Exhibit Information

1. Joint Filing Agreement, dated January 7, 2025, by and among Newtyn Management, LLC and Newtyn TE Partners, LP (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on January 7, 2025).

FAQ

What stake does Newtyn Management report in USA Rare Earth (USARW)?

Newtyn Management reports beneficial ownership of 444,353 shares, representing 0.5% of the 94,704,077 outstanding common shares used for the calculation.

How many shares does Newtyn TE Partners, LP report owning?

Newtyn TE Partners, LP reports beneficial ownership of 274,386 shares, representing 0.3% of the outstanding common shares used for the calculation.

Are the reported warrants exercisable and included in beneficial ownership?

No. The filing states Preferred Investor Warrants (648,250 for NTE and 402,171 for NP) were not exercisable because the underlying shares were not registered, so they are not included in beneficial ownership as of the reporting date.

Do the filers state any intent to influence control of USA Rare Earth?

Yes. The certification declares the securities were not acquired to change or influence control of the issuer and the filing is made under passive Schedule 13G treatment.

What is the basis for the percentage ownership calculations?

Percentages are calculated using 94,704,077 common shares outstanding, as reported by the issuer in its prospectus information referenced in the filing.