--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-25-025163" form_type: "8-K" ticker: "USAR" cik: "0001970622" company_name: "USA Rare Earth, Inc." filed_at: "2025-03-19T23:59:59+00:00" generated_at: "2026-05-24T12:21:45.893213+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # USA Rare Earth closes business combination; common and warrants start trading on Nasdaq ## Summary - Business combination between SPAC IPXX and USARE OpCo closed March 13, 2025; company renamed USA Rare Earth, Inc. - Aggregate base consideration: 72,747,711 shares of New USARE Common Stock valued at $800 million. - Redemptions: 128,140 public shares redeemed for ~$1.4 million ($11.00/share). - Issued 5,364,883 shares of Series A Preferred Stock and warrants exercisable for 5,279,414 shares at $12.00. - Common stock (USAR) and warrants (USARW) began trading on Nasdaq on March 14, 2025. ## SEC filing metadata - accession: 0001213900-25-025163 - form_type: 8-K - ticker: USAR - cik: 0001970622 - company_name: USA Rare Earth, Inc. - filed_at: 2025-03-19T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 5.02, 2.01, 8.01, 3.02, 9.01, 2.02, 3.03, 5.01, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/ea0234737-8k_usarare.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-25-025163 - JSON: https://secwatch.observer/filing/0001213900-25-025163.json - Plain text: https://secwatch.observer/filing/0001213900-25-025163.txt ## Key facts - Executive change Samuel Sayegh resigned as director at USA Rare Earth, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Otto Schwethelm was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Peter Ondishin resigned as Chief Financial Officer at USA Rare Earth, Inc.. - Action: resigned - Role: Chief Financial Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Michael Blitzer was appointed as Chairperson at USA Rare Earth, Inc.. - Action: appointed - Role: Chairperson source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Steve Ridge was appointed as Chief Operating Officer at USA Rare Earth, Inc.. - Action: appointed - Role: Chief Operating Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Michael Senft was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Joshua Ballard was appointed as Chief Executive Officer at USA Rare Earth, Inc.. - Action: appointed - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Michael Blitzer was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Joshua Ballard was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Eliot Richmond resigned as director at USA Rare Earth, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Carolyn Trabuco was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Erica Dorfman resigned as director at USA Rare Earth, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Paul Kern was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Tready Smith was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Michael Blitzer resigned as Chief Executive Officer at USA Rare Earth, Inc.. - Action: resigned - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Mordechai Gutnick was appointed as director at USA Rare Earth, Inc.. - Action: appointed - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Robert Fredette was appointed as Director of Magnet Operations at USA Rare Earth, Inc.. - Action: appointed - Role: Director of Magnet Operations source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Nicholas Shekerdemian resigned as director at USA Rare Earth, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Executive change Paula Sutter resigned as director at USA Rare Earth, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Governance Changes USA Rare Earth, Inc.: Adopted a new Code of Business Conduct and Ethics effective upon the Merger. - Change: code of ethics source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Governance Changes USA Rare Earth, Inc.: IPXX ceased being a shell company as a result of the Business Combination. - Change: shell status source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - Governance Changes USA Rare Earth, Inc.: Amendments to Certificate of Incorporation and Bylaws disclosed via incorporation by reference. - Change: bylaw amendment source text: The disclosure set forth in Item 3.03 of this Current Report is incorporated in this Item 5.03 by reference evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1970622/000121390025025163/0001213900-25-025163-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.