secwatch / observer
8-K filed March 19, 2025, 7:59 PM ET ticker USAR CIK 0001970622
M&A confidence high sentiment positive materiality 0.85

USA Rare Earth, Inc. (USAR): M&A transaction — USA Rare Earth closes business combination; common and warrants start trading on Nasdaq

USA Rare Earth, Inc.

item 1.01item 5.02item 2.01item 8.01item 3.02item 9.01item 2.02item 3.03item 5.01item 5.03item 5.05item 5.06item 7.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Samuel Sayegh

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.
Appointed

Otto Schwethelm

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
Departed

Peter Ondishin

Chief Financial Officer
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
At the Effective Time of the Merger, each of Michael Blitzer and Peter Ondishin resigned from their roles as Chief Executive Officer and Chief Financial Officer, respectively.
Appointed

Michael Blitzer

Chairperson
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
Appointed

Steve Ridge

Chief Operating Officer
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
Appointed

Michael Senft

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
Appointed

Joshua Ballard

Chief Executive Officer
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
Appointed

Michael Blitzer

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
Appointed

Joshua Ballard

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
Departed

Eliot Richmond

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.
Appointed

David Kronenfeld

Chief Legal Officer and Corporate Secretary
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
Appointed

Carolyn Trabuco

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
Departed

Erica Dorfman

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.
Appointed

Paul Kern

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
Appointed

Tready Smith

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
Departed

Michael Blitzer

Chief Executive Officer
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Successor
Joshua Ballard
Filed
March 19, 2025, 7:59 PM ET
At the Effective Time of the Merger, each of Michael Blitzer and Peter Ondishin resigned from their roles as Chief Executive Officer and Chief Financial Officer, respectively.
Appointed

Mordechai Gutnick

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
Appointed

Robert Fredette

Director of Magnet Operations
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
Departed

Nicholas Shekerdemian

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.
Appointed

Christopher Boling

Corporate Controller and Principal Accounting Officer
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
Departed

Paula Sutter

director
USAR · USA Rare Earth, Inc.
Effective
2025-03-13
Filed
March 19, 2025, 7:59 PM ET
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 1.0

Samuel Sayegh resigned as director at USA Rare Earth, Inc..

Action
resigned
Role
director
Exact text from the filing
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Otto Schwethelm was appointed as director at USA Rare Earth, Inc..

Action
appointed
Role
director
Exact text from the filing
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Peter Ondishin resigned as Chief Financial Officer at USA Rare Earth, Inc..

Action
resigned
Role
Chief Financial Officer
Exact text from the filing
At the Effective Time of the Merger, each of Michael Blitzer and Peter Ondishin resigned from their roles as Chief Executive Officer and Chief Financial Officer, respectively.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Michael Blitzer was appointed as Chairperson at USA Rare Earth, Inc..

Action
appointed
Role
Chairperson
Exact text from the filing
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Steve Ridge was appointed as Chief Operating Officer at USA Rare Earth, Inc..

Action
appointed
Role
Chief Operating Officer
Exact text from the filing
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Michael Senft was appointed as director at USA Rare Earth, Inc..

Action
appointed
Role
director
Exact text from the filing
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Joshua Ballard was appointed as Chief Executive Officer at USA Rare Earth, Inc..

Action
appointed
Role
Chief Executive Officer
Exact text from the filing
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Michael Blitzer was appointed as director at USA Rare Earth, Inc..

Action
appointed
Role
director
Exact text from the filing
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Joshua Ballard was appointed as director at USA Rare Earth, Inc..

Action
appointed
Role
director
Exact text from the filing
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Eliot Richmond resigned as director at USA Rare Earth, Inc..

Action
resigned
Role
director
Exact text from the filing
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

David Kronenfeld was appointed as Chief Legal Officer and Corporate Secretary at USA Rare Earth, Inc..

Action
appointed
Role
Chief Legal Officer and Corporate Secretary
Exact text from the filing
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Carolyn Trabuco was appointed as director at USA Rare Earth, Inc..

Action
appointed
Role
director
Exact text from the filing
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Erica Dorfman resigned as director at USA Rare Earth, Inc..

Action
resigned
Role
director
Exact text from the filing
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Paul Kern was appointed as director at USA Rare Earth, Inc..

Action
appointed
Role
director
Exact text from the filing
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Tready Smith was appointed as director at USA Rare Earth, Inc..

Action
appointed
Role
director
Exact text from the filing
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Michael Blitzer resigned as Chief Executive Officer at USA Rare Earth, Inc..

Action
resigned
Role
Chief Executive Officer
Exact text from the filing
At the Effective Time of the Merger, each of Michael Blitzer and Peter Ondishin resigned from their roles as Chief Executive Officer and Chief Financial Officer, respectively.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Mordechai Gutnick was appointed as director at USA Rare Earth, Inc..

Action
appointed
Role
director
Exact text from the filing
each of Joshua Ballard, Michael Blitzer, Mordechai Gutnick, Paul Kern, Otto Schwethelm, Michael Senft, Tready Smith and Carolyn Trabuco are the directors of New USARE.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Robert Fredette was appointed as Director of Magnet Operations at USA Rare Earth, Inc..

Action
appointed
Role
Director of Magnet Operations
Exact text from the filing
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Nicholas Shekerdemian resigned as director at USA Rare Earth, Inc..

Action
resigned
Role
director
Exact text from the filing
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Christopher Boling was appointed as Corporate Controller and Principal Accounting Officer at USA Rare Earth, Inc..

Action
appointed
Role
Corporate Controller and Principal Accounting Officer
Exact text from the filing
the following New USARE executive officers were appointed: Michael Blitzer was appointed the Chairperson of the New USARE board, Joshua Ballard was appointed Chief Executive Officer, David Kronenfeld was appointed Chief Legal Officer and Corporate Secretary, Steve Ridge was appointed Chief Operating Officer, and Christopher Boling was appointed Corporate Controller and Principal Accounting Officer and Robert Fredette was appointed Director of Magnet Operations.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Paula Sutter resigned as director at USA Rare Earth, Inc..

Action
resigned
Role
director
Exact text from the filing
At the Effective Time of the Merger, each of Paula Sutter, Nicholas Shekerdemian, Erica Dorfman, Eliot Richmond and Samuel Sayegh resigned as directors of IPXX with immediate effect.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

USA Rare Earth, Inc.: Adopted a new Code of Business Conduct and Ethics effective upon the Merger.

Change
code of ethics
Exact text from the filing
Effective upon the Effective Time of the Merger, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

USA Rare Earth, Inc.: IPXX ceased being a shell company as a result of the Business Combination.

Change
shell status
Exact text from the filing
As a result of the Business Combination, IPXX ceased being a shell company when it merged into USA Rare Earth, LLC upon the completion of the Merger
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.7

USA Rare Earth, Inc.: Amendments to Certificate of Incorporation and Bylaws disclosed via incorporation by reference.

Change
bylaw amendment
Exact text from the filing
The disclosure set forth in Item 3.03 of this Current Report is incorporated in this Item 5.03 by reference
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

USA Rare Earth, Inc. underwent a change of control involving USA Rare Earth, LLC for $800,000,000 (closed 2025-03-12).

Action
change of control
Counterparty
USA Rare Earth, LLC
Consideration
$800,000,000
Closing
2025-03-12
Exact text from the filing
Stock (the “ Aggregate Base Consideration ”). The Aggregate Base Consideration was calculated as (i) the number of shares of New USARE Common Stock equal to the quotient of (a) $800,000,000 divided by (b) the redemption price of $10.99687276. 3 The “ Exchange Ratio ” was equal to 0.2043578. The Exchange Ratio was calculated as the Aggregate Base Consideration
View on SEC.gov

188 governance changes filed in the last 30 days. Browse all governance changes →

USA Rare Earth, Inc. filing history →

Source: SEC EDGAR
accession 0001213900-25-025163
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