4//SEC Filing
Kern Paul J 4
Accession 0001213900-25-024749
CIK 0001970622other
Filed
Mar 16, 8:00 PM ET
Accepted
Mar 17, 9:59 PM ET
Size
8.5 KB
Accession
0001213900-25-024749
Insider Transaction Report
Form 4
Kern Paul J
Director
Transactions
- Award
Earnout right to Common Stock
2025-03-13+22,423→ 22,423 totalExp: 2031-03-13→ Common Stock, par value $0.0001 per share (22,423 underlying) - Award
Common Stock, par value $0.0001 per share
2025-03-13+163,125→ 163,125 total
Footnotes (2)
- [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 person 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]Pursuant to the BCA, the reporting person is also entitled to receive up to 22,423 shares of common stock of the Issuer 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 of one share as reported on NASDAQ 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 of one share as reported on NASDAQ 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.
Documents
Issuer
USA Rare Earth, Inc.
CIK 0001970622
Entity typeother
Related Parties
1- filerCIK 0001315431
Filing Metadata
- Form type
- 4
- Filed
- Mar 16, 8:00 PM ET
- Accepted
- Mar 17, 9:59 PM ET
- Size
- 8.5 KB