USA Rare Earth, Inc.USAR
Cash in trust
$269M
$269,138,646
Trust per share
$10.77
Redemption value
IPO
May 2023
$250M raised
Combination deadline
—
Not disclosed
Filings on record
361
Latest Oct 27, 2026
Business combination
- Target
- Not disclosed in an indexed filing
- Announced
- Aug 22, 2024
- Closed
- Mar 19, 2025
Overview
USA Rare Earth, Inc. is a special purpose acquisition company incorporated in Cayman Islands and registered with the SEC under CIK 0001970622. It completed its initial public offering in May 2023, raising $250M in gross proceeds and listing on Nasdaq. Class A shares trade under the ticker USAR on Nasdaq. The vehicle is sponsored by Inflection Point through Inflection Point Holdings II LLC. The mandate targets media & entertainment. Business combination closed; the company trades under a new ticker.
“we intend to focus our search initially on North American and European businesses in disruptive growth sectors, which complements the expertise of our management team.”
Reading the filings
Arithmetic on what USA Rare Earth, Inc. has disclosed, written the way a desk would read it. These are observations, not a rating. Nothing here scores the vehicle or implies a view on it.
Trading at a discount to trust
At $9.62 the shares change hands 10.64% below the $10.77 they can be redeemed for. A holder buying here is paid that spread to carry deadline and redemption risk until the vote, and the trust keeps accreting underneath it.
Trust versus the $10 unit
The trust holds $10.77 per public share, 7.7% above the $10.00 the units were sold at. That spread is accrued interest on the trust and, where the charter provides for it, sponsor contributions paid in to buy more time. It is the floor a public shareholder can redeem at, not a valuation of the business.
Sponsor promote
The sponsor's founder block is 575,000 shares against 1,224,000 public shares, or 32.0% of the combined count, acquired before the IPO at nominal cost. That promote is the structural dilution every public shareholder carries into a combination, and it is why the economics of a de-SPAC differ so sharply from a conventional IPO.
Warrant coverage
Each unit carried one-half warrant per unit. Warrants are dilution deferred: they cost the holder nothing until exercised, and they overhang the post-combination share count. Thinner coverage is generally a sign of a stronger book at pricing.
Sponsor record
Inflection Point has launched 9 vehicles. Of the 3 that have resolved, 3 closed a combination and 0 liquidated, a 100% completion rate. A sponsor's record is not a forecast, but it does tell you whether the team has taken a deal across the line before.
Underwriting
Cantor Fitzgerald led the offering. It has been named on 151 SPAC IPOs, book-running 130 of them, and 69.8% of its resolved vehicles closed a deal. The syndicate has no control over whether a sponsor finds a target, but the quality of the book at pricing shapes who ends up holding the units.
Filings per month since the first one. A vehicle that has gone quiet with a deadline ahead is a different proposition from one that is still working.
361 filings in all. 30 in the last three months, against a busiest month of 34.
News on USA Rare Earth, Inc.
Last 90 days- 3 Rare Earth Stocks With Market Caps Over $1 BillionNeutral
Yahoo · 2d ago
- What Needs To Be True To Buy USA Rare Earth Stock?Neutral
Yahoo · 3d ago
- Neutral
- Critical Metals And 2 Rare Earth Stocks To WatchNeutral
Yahoo · 9d ago
- Neutral
News sentiment
NeutralAcross 12 recent stories, weighted towards the newest. Scored by our own headline classifier using finance- and SPAC-specific terms. It reads what a story is about, not what the shares are worth.
SEC filing history
Free tier: filings older than 24 hours- SCHEDULE 13G/A
Amended beneficial ownership report (passive)
Accession 0002012383-26-003857
- 4
Statement of changes in beneficial ownership
Accession 0001918084-26-000009
- 4
Statement of changes in beneficial ownership
Accession 0001790041-26-000003
- 4
Statement of changes in beneficial ownership
Accession 0002119900-26-000008
- 4
Statement of changes in beneficial ownership
Accession 0001342570-26-000012
- 144
144 filing
Accession 0001959173-26-007231
- 8-K
Regulation FD disclosure
Items 7.01, 9.01 · Accession 0001213900-26-105454
- 424B3
Prospectus supplement
Accession 0001213900-26-100977
- EFFECT
Notice of effectiveness
Accession 9999999995-26-002975
- EFFECT
Notice of effectiveness
Accession 9999999995-26-002974
- 8-K
Other events
Items 8.01, 9.01 · Accession 0001213900-26-100190
- 3
Initial statement of beneficial ownership
Accession 0000905148-26-004140
- SCHEDULE 13G
Beneficial ownership report (passive)
Accession 0000905148-26-004139
- SCHEDULE 13G
Beneficial ownership report (passive)
Accession 0001493152-26-042387
- SCHEDULE 13D
Beneficial ownership report (activist)
Accession 0000947871-26-000861
- 4
Statement of changes in beneficial ownership
Accession 0001812231-26-000007
- 4
Statement of changes in beneficial ownership
Accession 0001918084-26-000007
- 3
Initial statement of beneficial ownership
Accession 0001812231-26-000005
- 3
Initial statement of beneficial ownership
Accession 0001918084-26-000005
- S-3
REGISTRATION STATEMENT
Accession 0001213900-26-097756
- S-3
REGISTRATION STATEMENT
Accession 0001213900-26-097754
- 8-K
Entry into a material definitive agreement; Completion of an acquisition; Regulation FD disclosure; Other events
Items 1.01, 2.01, 2.03, 3.02, 5.02, 7.01, 8.01, 9.01 · Accession 0001213900-26-097399
- 8-K
Submission of matters to a vote of security holders
Item 5.07 · Accession 0001970622-26-000061
- DEFA14A
Additional proxy soliciting material
Accession 0001213900-26-092813
- 8-K
Other events
Items 8.01, 9.01 · Accession 0001213900-26-092810
- 4
Statement of changes in beneficial ownership
Accession 0001897745-26-000014
- SCHEDULE 13G/A
Amended beneficial ownership report (passive)
Accession 0001172661-26-003765
- 10-Q
FORM 10-Q Q2'2026
Accession 0001970622-26-000057
- 8-K
Current report
Items 2.02, 9.01 · Accession 0001970622-26-000056
- 8-K
Completion of an acquisition
Items 2.01, 9.01 · Accession 0001213900-26-086814
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USA Rare Earth, Inc.: questions answered
What is USA Rare Earth, Inc. (USAR)?
USA Rare Earth, Inc. is a special purpose acquisition company incorporated in Cayman Islands and registered with the SEC under CIK 0001970622. It completed its initial public offering in May 2023, raising $250M in gross proceeds and listing on Nasdaq. Class A shares trade under the ticker USAR on Nasdaq. The vehicle is sponsored by Inflection Point through Inflection Point Holdings II LLC. The mandate targets media & entertainment. Business combination closed; the company trades under a new ticker.
How much does USA Rare Earth, Inc. hold in trust?
Approximately $269,138,646, or about $10.77 per public share, as at the most recent filing on record. Trust balances move: shareholders redeem at extension votes and at the combination vote, and sponsors pay contributions in to extend. Treat the figure as a point-in-time disclosure, not a running balance.
When must USA Rare Earth, Inc. complete a merger?
No combination deadline appears in the filings we have indexed. The date is stated in the charter and repeated in each quarterly report; where our parser could not establish it with confidence we leave it blank rather than infer one.
What happens if USA Rare Earth, Inc. does not find a target in time?
The charter requires the vehicle to redeem 100% of the public shares and return the trust, pro rata, to public shareholders. That is the mechanism working as designed rather than a default. Founder shares and warrants are worthless in that outcome, which is why the sponsor's incentive is to get a deal done or to buy more time. Across the market, deadline lapsed without a deal; trust returned to public shareholders.
Can I redeem shares in USA Rare Earth, Inc., and at what price?
Public shareholders may elect to redeem in connection with a combination vote and at each extension vote, at the pro-rata trust value on the relevant record date, most recently disclosed at about $10.77 per share. Redemption is a right attached to the public shares only; warrants and rights carry no claim on the trust. The mechanics and the deadline for electing are set out in the proxy statement for the vote in question.
What tickers does USA Rare Earth, Inc. trade under?
Class A shares trade as USAR on Nasdaq. Units trade first and separate into their component securities roughly 52 days after the IPO; only the Class A shares carry the redemption right against the trust.
Is the trust value the same as the share price for USA Rare Earth, Inc.?
No, and the gap between them is the whole trade. Trust per share is a disclosed, contractual figure of $10.77, being what a redeeming holder receives. The market price is whatever the shares change hands at: most recently $9.62, a discount of 10.64% to the redemption value. Quotes on this site are delayed and indicative; confirm on your own venue before trading.
How much dilution do USA Rare Earth, Inc.'s founder shares and warrants create?
The founder block is 575,000 shares against 1,224,000 public shares, so roughly 32.0% of the combined count sits with the sponsor at nominal cost. Each unit also carried one-half warrant per unit, which is dilution deferred until exercise. Both are disclosed in the prospectus and both survive into the combined company, which is why a de-SPAC at $10 is not economically the same as an IPO at $10.
Who sponsors USA Rare Earth, Inc., and what is their track record?
Inflection Point Holdings II LLC is the sponsor entity, part of the Inflection Point franchise. That franchise has launched 9 vehicles in total, of which 3 closed a combination and 0 liquidated, a 100% completion rate on resolved vehicles. Named principals: Kevin Shannon, Michael Blitzer, Zikang Wu.
Which banks underwrote the USA Rare Earth, Inc. IPO?
Cantor Fitzgerald. Cantor Fitzgerald was credited as book-running manager on the cover. Syndicate membership and role are read from the prospectus cover and the underwriting section.
Is USA Rare Earth, Inc. tradeable, and where?
Yes. USAR returned a live quote of $9.62 on Nasdaq. Quotes here are delayed and refreshed on a schedule rather than streamed, so treat the figure as indicative and confirm on your own venue. Units and warrants trade under their own symbols and are quoted separately.
Is USA Rare Earth, Inc. a good investment?
That is not a question this site answers. USA Rare Earth, Inc. is covered here as reference data: what the company filed, when it filed it, and what the numbers in those filings say. The Edge, FOMO and Potential scores on this page are derived measures with a published formula, not ratings of investment merit: they describe the setup, and every component is shown so you can take them apart. We publish no price targets and no recommendations, and nothing here should be read as advice. The figures are a starting point for your own work, and each one carries the accession number of the filing it came from.
Where does this USA Rare Earth, Inc. data come from?
Filings USA Rare Earth, Inc. submitted to the SEC under CIK 0001970622: the registration statement and final prospectus for the structure, quarterly and annual reports for the trust, current reports and proxy statements for deals, votes and extensions. Trust economics are taken from the registrant's own XBRL tags rather than parsed from prose, which is why they are exact. Every filing in the history above is listed with its accession number, which identifies the document uniquely on EDGAR; Pro accounts open it directly from the row.
Compiled by the SPACListing research desk
Last reconciled Nov 1, 2026
Every figure on this page is read from documents the registrants filed with the U.S. Securities and Exchange Commission, principally the IPO prospectus (Form 424B4), quarterly and annual reports, current reports and proxy statements, the registrant's own XBRL tags for trust economics. Nothing is sourced from press coverage, from the companies themselves, or from a third-party aggregator. Where a filing does not disclose something, the field is left blank rather than estimated.
Read the full methodology · What is in the dataset · Report a correction
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Continue reading
The context around this vehicle: who else the sponsor has launched, which banks priced it, and where it sits in the wider market.
Inflection Point: the full record
Every vehicle this sponsor has launched, what closed, what liquidated and what is still live.
Cantor Fitzgerald in SPACs
Mandates, bookrun credit, deal volume and the outcome of the vehicles it priced.
Media & Entertainment SPACs
Every vehicle chasing the same mandate, ranked by cash in trust.
All completed de-spac transactions
Business combination closed; the company trades under a new ticker.
Deadline calendar
Which sponsors are running out of time, and when the extension votes land.
What is a SPAC?
The structure, the economics and where the risks actually sit.
SPAC glossary
Every term in a blank-check filing, defined the way practitioners use it.
How this data is built
Coverage universe, ingestion, normalisation, lifecycle classification and known limits.