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

Rhea-AI Filing Summary

Reportable holders: Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh filed a joint Schedule 13G reporting ownership of USA Rare Earth, Inc. common stock (CUSIP 91733P107).

Reported stakes: Item 4 of the filing lists 9,460,937 shares representing 9.99% of the class. The exhibit states the reporting persons are beneficial owners of 9,375,704 shares and hold warrants to purchase 14,654,854 shares but, due to warrant terms that cap post-exercise ownership at 9.9%, may exercise only up to 485,834 shares as of June 30, 2025; the exhibit says they are reporting beneficial ownership only of that exercisable amount. The percentage calculation uses 94,704,077 outstanding shares per the issuer's Form S-1/A filed July 10, 2025.

Positive

• Material disclosure: The filing clearly reports a near-10% position in USARW, providing transparency to the market.
• Joint filing and certification: The reporting persons include a joint filing statement and certification that holdings were acquired in the ordinary course of business.
• Warrant exercise cap disclosed: The exhibit explains warrant terms that limit exercise so post-exercise ownership will not exceed 9.9%, clarifying potential dilution impact.

Negative

• Inconsistency in reported totals: Item 4 lists 9,460,937 shares while the exhibit lists 9,375,704 shares plus exercisable warrants and states reporting of only exercisable amounts; the difference is not reconciled within the filing.
• Potential ambiguity in beneficial ownership presentation: The filing provides multiple figures (owned shares, warrants, exercisable cap) that may be confusing without an explicit reconciled total.
• Reliance on S-1/A share count: The percentage uses the issuer's Form S-1/A outstanding share number dated July 10, 2025; investors must note the calculation basis is external to this filing.

Insights

Financial Analyst

TL;DR: A single investor group reports near-10% economic exposure including limited exercisable warrants, a material stake for investors.

The filing shows a consolidated position by Alyeska-affiliated entities and Anand Parekh near the 10% threshold. Item 4 reports 9,460,937 shares (9.99%), while the exhibit clarifies actual owned shares of 9,375,704 plus warrants subject to a post-exercise cap, allowing exercise of up to 485,834 shares so as not to exceed 9.9% ownership. For investors, this is a material disclosure because a ~10% holder can affect market perception and potential corporate actions. The warrant exercise limitation and the use of the S-1/A share count are key technical details that determine realized ownership.

Corporate Governance Expert

TL;DR: Joint filing by related entities signals coordinated ownership; document notes filing responsibilities and exercise caps on warrants.

The statement includes a joint filing acknowledgment under Rule 13d-1(k) and certifications that holdings were acquired in the ordinary course of business. The exhibit describes the mechanics limiting warrant exercises to maintain a maximum 9.9% post-exercise stake, which constrains immediate control changes. The filing also documents signatures by Alyeska representatives and Anand Parekh, assigning responsibility for amendments. These governance disclosures are standard but material given the size of the position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

USA RARE EARTH, INC.

(Name of Issuer)

Common Stock

(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

Alyeska Investment Group, L.P.

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 0.00
6	Shared Voting Power 9,375,704.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,375,704.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,375,704.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 91733P107

1

Names of Reporting Persons

Alyeska Fund GP, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,375,704.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,375,704.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,375,704.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 91733P107

1

Names of Reporting Persons

Anand Parekh

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,375,704.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,375,704.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,375,704.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

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: (i) Alyeska Investment Group, L.P. (ii) Alyeska Fund GP, LLC (iii) Anand Parekh
(b)	Address or principal business office or, if none, residence: (i) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (ii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601 (iii) 77 West Wacker Drive, 7th Floor, Chicago, IL 60601
(c)	Citizenship: (i) Alyeska Investment Group, L.P. - Delaware (ii) Alyeska Fund GP, LLC - Delaware (iii) Anand Parekh - United States of America
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 91733P107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 9,460,937
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 9,460,937
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 9,460,937
Item 5.	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 acquired and are held in the ordinary course of business and 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.

Alyeska Investment Group, L.P.

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	08/14/2025

Alyeska Fund GP, LLC

Signature:	Jason Bragg
Name/Title:	Jason Bragg | Chief Financial Officer
Date:	08/14/2025

Anand Parekh

Signature:	Anand Parekh
Name/Title:	Anand Parekh | Self
Date:	08/14/2025

Exhibit Information

Item 4. Ownership: The reporting persons are the beneficial owners of 9,375,704 shares of Common Stock of the Issuer and hold warrants to purchase 14,654,854 shares of the Issuer's Common Stock (the "Warrants"). However, per their terms, the Warrants can only be exercised into such number of shares that would constitute 9.9% of the total number of Common Stock of the Issuer outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant by the Holder. Accordingly, as of June 30, 2025 the reporting persons may only exercise up to 485,834 Ordinary Shares under the Warrant Agreement, and as such, is reporting beneficial ownership of only such number of shares. The percentage calculation assumes that there are currently 94,704,077 outstanding Common Stock of the Issuer, based on the Issuer's Form S-1/A filed with the Securities and Exchange Commission on July 10, 2025. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

FAQ

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

The filing's Item 4 reports 9,460,937 shares representing 9.99% of the class; the exhibit separately states ownership of 9,375,704 shares plus warrants with limited exercisable shares.

Do Alyeska and Anand Parekh hold warrants in addition to shares?

Yes. The exhibit discloses warrants to purchase 14,654,854 shares, but warrant terms cap exercises so the holders may only exercise up to 485,834 shares as of June 30, 2025.

How was the percentage ownership calculated?

The filing states the percentage assumes 94,704,077 outstanding common shares, as reported in the issuer's Form S-1/A filed July 10, 2025.

Who signed the Schedule 13G?

Signatures include Jason Bragg, Chief Financial Officer for Alyeska Investment Group, L.P. and Alyeska Fund GP, LLC, and Anand Parekh signing on his own behalf, all dated 08/14/2025.

Does the filing indicate intent to influence control of the issuer?

The certification states the securities were acquired and are held in the ordinary course of business and were not acquired for the purpose of changing or influencing control.

Are the reporting persons filing jointly?

Yes. The exhibit contains a joint filing statement under Rule 13d-1(k) acknowledging that amendments will be filed on behalf of all undersigned.