IPO - Inflection Point Acquisition Corp. II

Form Type: S-1/A

Filing Date: 2025-07-10

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025062438

Filing Summary: This document is an amendment to the initial registration statement on Form S-1 for USA Rare Earth, Inc., indicating its intention to conduct an initial public offering (IPO) of up to 115,748,969 shares of common stock and a secondary offering of 140,665,609 shares of common stock. The company plans to issue a total of 6,000,000 warrants that will allow holders to purchase shares of common stock at an initial exercise price of $11.50. The amendment also references previous registration statements and outlines that the securities being registered may be sold in public or private transactions by named selling securityholders. The document highlights the condition for reselling the securities, the company’s status as an emerging growth company, and regulatory requirements the company must comply with. Additional details encompass the pricing of previously issued shares, the possibility of increased market volatility due to the substantial number of shares being registered, and potential risks related to the sale of these securities. The company notes that the registration of these securities aims to satisfy certain obligations set by registration rights agreements. The document concludes with various conditions and definitions relevant to the ongoing registration process and potential amendments.

Form Type: S-1/A

Filing Date: 2025-06-16

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025054840

Filing Summary: USA Rare Earth, Inc. filed an amendment to their S-1 registration statement with the SEC on June 16, 2025, relating to a secondary offering of 21,428,572 shares of common stock. The offering includes 8,550,400 PIPE Shares, up to 2,163,886 Pre-Funded Warrant Shares, and up to 10,714,286 Warrant Shares, which will be offered by the Selling Stockholder to satisfy certain registration rights. The shares represent approximately 19.9% of the total issued and outstanding common stock of the company. The registration is intended to permit resale by the Selling Stockholder from time to time through various transaction methods. The company will not receive proceeds from these resales but will incur costs related to the registration. As of June 13, 2025, the closing price for the common stock was $13.24 and for public warrants was $2.79. The company is classified as an emerging growth company and smaller reporting company, subject to reduced disclosure and reporting requirements. Investors are warned about the risks associated with the stock price volatility due to the potential sale of a large quantity of shares by the Selling Stockholder.

Form Type: S-1

Filing Date: 2025-05-20

Corporate Action: Ipo

Type: New

Accession Number: 000121390025045537

Filing Summary: USA Rare Earth, Inc. filed a registration statement on Form S-1 for an Initial Public Offering (IPO) of up to 152,291,389 shares of common stock and 6,000,000 warrants to purchase shares of common stock. This filing includes a secondary offering of 181,359,751 shares of common stock. The common stock is being offered by the company and certain selling securityholders, detailing various types of stock, including public and private placement warrants, as well as shares issuable upon exercise of these warrants. Approximately 68.7% of the total issued and outstanding shares will be registered for resale, which may affect the volatility of the stock price once trading commences. The document outlines the conditions under which securities may be sold and the potential implications of ownership for selling securityholders. It notes the company’s status as an emerging growth company and smaller reporting company. Proceeds from the exercise of warrants are estimated to be significant, depending on market conditions.

Form Type: S-1

Filing Date: 2025-05-20

Corporate Action: Ipo

Type: New

Accession Number: 000121390025045545

Filing Summary: USA Rare Earth, Inc. filed Form S-1 as a registration statement under the Securities Act of 1933 for a secondary offering of up to 21,428,572 shares of common stock. The shares consist of 8,550,400 PIPE Shares held by the Selling Stockholder, 2,163,886 Pre-Funded Warrant Shares, and 10,714,286 Warrant Shares, all issuable upon exercise of warrants. The registration is to fulfill certain registration rights as agreed upon in a previous registration rights agreement dated May 2, 2025. This prospective offering is aimed at allowing the Selling Stockholder to resell these shares, possibly impacting the stock's market volatility. The company is categorized as an emerging growth company and smaller reporting company, which means it is subject to reduced disclosure requirements. The last recorded stock price was $8.89 for common stock and $1.535 for public warrants as of May 14, 2025. The document highlights risks involved in investing and explicitly states that the SEC has not approved or disapproved of the securities being offered.