IPO - Inflection Point Acquisition Corp. II

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.