SCHEDULE 13G: Bayshore Entities Disclose Significant Stake in USA Rare Earth, Inc.

Bayshore Capital Advisors, LLC and affiliated entities, including Tready A. Smith, have disclosed beneficial ownership of 18.88% of USA Rare Earth, Inc.'s common stock as of March 13, 2025.

Summary

• Bayshore Capital Advisors, LLC, Bayshore Rare Earths II, LLC, Bayshore MGR, LLC, and Tready A. Smith collectively reported beneficial ownership of USA Rare Earth, Inc. common stock.
• As of March 13, 2025, Bayshore Capital Advisors, LLC and Tready A. Smith each beneficially owned 15,469,231 shares, representing 18.88% of the outstanding common stock.
• Bayshore Rare Earths II, LLC and Bayshore MGR, LLC each beneficially owned 11,808,529 shares, representing 14.41% of the outstanding common stock.
• The percentages are based on an aggregate of 81,952,420 shares of USA Rare Earth, Inc. common stock outstanding as of March 13, 2025, as reported in the Issuer's Form 8-K filed on March 19, 2025.
• The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, which is neutral in sentiment. It does not contain positive or negative performance indicators or forward-looking statements that would sway sentiment.

Future Outlook

NA

Management Comments

• Tready A. Smith, as Chief Executive Officer of Bayshore Capital Advisors, LLC, exercises sole voting and dispositive control over the securities held directly and indirectly by Bayshore Capital and may be deemed to beneficially own all reported shares. Ms. Smith expressly disclaims beneficial ownership of all shares beneficially owned by Bayshore Capital except to the extent of her pecuniary interest therein.

Industry Context

This filing is a standard disclosure of significant ownership and does not provide broader industry context or trends.

Related Party Transactions

• Bayshore Capital Advisors, LLC, Bayshore Rare Earths II, LLC, Bayshore MGR, LLC, and Tready A. Smith are related entities and an individual acting in concert, with Tready A. Smith serving as CEO of Bayshore Capital Advisors and Manager of Bayshore Rare Earths II and Bayshore MGR.

Stakeholder Impact

• Shareholders gain transparency regarding significant institutional and individual ownership stakes in USA Rare Earth, Inc., which can influence perceptions of stability and control.

Key Dates

Keywords

USA Rare Earth Inc., beneficial ownership, Schedule 13G, SEC filing, common stock, Bayshore Capital Advisors, Tready A. Smith, institutional ownership