M&A - Gutnick Mordechai Zev

Form Type: SCHEDULE 13D

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000164117225000982

Filing Summary: Mordechai Zev Gutnick and The Critical Minerals Trust filed this Schedule 13D for USA Rare Earth, Inc. following a business combination previously conducted with Inflection Point Acquisition Corp. II. As of March 13, 2025, they acquired securities in exchange for 62,281,159 Class A Units and 3,250,779 Class C-1 Convertible Preferred Units from USA Rare Earth, LLC. Gutnick is the trustee of the Critical Minerals Trust and disclaims beneficial ownership of securities held by the Trust, except for his pecuniary interest. After the merger, USA Rare Earth has a total of 81,952,420 shares of common stock outstanding. The Reporting Persons can receive additional shares of common stock subject to vesting conditions based on share price performance over the following years. The registration rights agreement was also established concurrent with the business combination.

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