3//SEC Filing
Bayshore Capital Advisors, LLC 3
Accession 0001013762-25-001158
CIK 0001970622other
Filed
Mar 20, 8:00 PM ET
Accepted
Mar 21, 7:31 PM ET
Size
31.4 KB
Accession
0001013762-25-001158
Insider Transaction Report
Form 3
Bayshore Rare Earths II, LLC
10% Owner
Holdings
- (indirect: See footnote)
Earnout right to Common Shares
Exercise: $0.00Exp: 2025-03-13→ Common Stock, par value $0.0001 per share (498,109 underlying) - 11,808,529(indirect: See footnote)
Common Stock, par value $0.0001 per share
- 3,623,629(indirect: See footnote)
Common Stock, par value $0.0001 per share
- (indirect: See footnote)
Earnout right to Common Stock
Exercise: $0.00Exp: 2025-03-13→ Common Stock, par value $0.0001 per share (1,623,216 underlying)
Bayshore Capital Advisors, LLC
10% Owner
Holdings
- (indirect: See footnote)
Earnout right to Common Shares
Exercise: $0.00Exp: 2025-03-13→ Common Stock, par value $0.0001 per share (498,109 underlying) - 11,808,529(indirect: See footnote)
Common Stock, par value $0.0001 per share
- 3,623,629(indirect: See footnote)
Common Stock, par value $0.0001 per share
- (indirect: See footnote)
Earnout right to Common Stock
Exercise: $0.00Exp: 2025-03-13→ Common Stock, par value $0.0001 per share (1,623,216 underlying)
Footnotes (4)
- [F1]Upon closing of the business combination (the "Business Combination") between the Issuer (which was formerly known as Inflection Point Acquisition Corp. II or "Inflection Point") and USA Rare Earth, LLC ("USARE") the reporting persons acquired these securities in exchange for the reporting person's securities in USARE pursuant to the terms and conditions of the business combination agreement, by and among Inflection Point, USARE and IPXX Merger Sub, LLC (the "BCA").
- [F2]The reported securities are held directly by Bayshore Rare Earths II, LLC ("BRE II"). Bayshore Capital Advisors, LLC ("Bayshore") serves as an investment advisor to BRE II. Tready Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE II. Ms. Smith disclaims beneficial ownership of all securities held by BRE II, except to the extent of her pecuniary interest therein.
- [F3]The reported securities are held directly by Bayshore Rare Earths, LLC ("BRE"), which is a wholly-owned subsidiary of Bayshore Partners Fund II, LP ("BPF II"). Bayshore serves as an investment advisor to BPF II. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE. Ms. Smith disclaims beneficial ownership of all securities held by BRE, except to the extent of her pecuniary interest therein.
- [F4]Pursuant to the BCA, BRE II and BRE are also entitled to receive up to 1,623,216 and 498,109 shares of common stock of the Issuer, respectively, subject to the following conditions: (i) 50% of such shares vest if, during the period (the "Earnout Period") beginning on the first anniversary of the Business Combination (3/13/2026) and ending on the sixth anniversary of the Business Combination (3/13/2031), the closing sale price per share is greater than or equal to $15.00 for a period of at least 20 out of 30 consecutive trading days and (ii) the remaining 50% of such shares vest if, during the Earnout Period, the closing sale price per share is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days. In the event of a Change of Control (as defined in the BCA), such shares vest if the consideration is equal to or above such aforementioned price targets, or will be forfeited if such targets are not met.
Issuer
USA Rare Earth, Inc.
CIK 0001970622
Entity typeother
IncorporatedFL
Related Parties
1- filerCIK 0001598176
Filing Metadata
- Form type
- 3
- Filed
- Mar 20, 8:00 PM ET
- Accepted
- Mar 21, 7:31 PM ET
- Size
- 31.4 KB