Sec Form 13G Filing - Bayshore Capital Advisors, LLC @ USA Rare Earth Inc

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

USA Rare Earth, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

Names of Reporting Persons

Bayshore Capital Advisors, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 8,473,160.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,473,160.00

Aggregate Amount Beneficially Owned by Each Reporting Person

8,473,160.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

3.89 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Such percentage in row 11 is based on an aggregate of 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance.

SCHEDULE 13G

CUSIP No.

Names of Reporting Persons

Bayshore Rare Earths II, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,904,265.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,904,265.00

Aggregate Amount Beneficially Owned by Each Reporting Person

5,904,265.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

2.71 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

Names of Reporting Persons

Bayshore MGR, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,230,583.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,230,583.00

Aggregate Amount Beneficially Owned by Each Reporting Person

6,230,583.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

2.86 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

Names of Reporting Persons

Tready A. Smith

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 37,073.00
6	Shared Voting Power 8,626,170.00
7	Sole Dispositive Power 37,073.00
8	Shared Dispositive Power 8,626,170.00

Aggregate Amount Beneficially Owned by Each Reporting Person

8,663,243.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

3.97 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Tready A. Smith is the Chief Executive Officer of Bayshore Capital Advisors, LLC ("Bayshore Capital") and exercises sole voting and dispositive control over the securities held directly and indirectly by Bayshore Capital and may be deemed to beneficially own all of their reported Shares of the Issuer. Ms. Smith expressly disclaims beneficial ownership of all Shares beneficially owned by Bayshore Capital except to the extent of her pecuniary interest therein. Such percentage in row 11 is based on an aggregate of 217,976,175 shares of common stock, par value $0.0001 per share (the "Shares"), of USA Rare Earth, Inc. (the "Issuer") outstanding as of March 23, 2026 (according to the Issuer's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2026). As of March 31, 2026, the percentage in row 11 is less than 5% as a result of dilution from company share issuance.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

USA Rare Earth, Inc.

(b)

Address of issuer's principal executive offices:

100 W AIRPORT ROAD, STILLWATER, OKLAHOMA 74075

Item 2.

(a)

Name of person filing:

Bayshore Capital Advisors, LLC Bayshore Rare Earths II, LLC Bayshore MGR, LLC Tready A. Smith

(b)

Address or principal business office or, if none, residence:

1700 S. MACDILL AVENUE SUITE 340 TAMPA, Florida 33629

(c)

Citizenship:

Bayshore Capital Advisors, LLC - FLORIDA Bayshore Rare Earths II, LLC - DELAWARE Bayshore MGR, LLC - DELAWARE Tready A. Smith - UNITED STATES

(d)

Title of class of securities:

Common Stock, par value $0.0001 per share

(e)

CUSIP No.:

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

8,663,243

(b)

Percent of class:

3.97 %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

Bayshore Capital Advisors, LLC - 0 Bayshore Rare Earths II, LLC - 0 Bayshore MGR, LLC - 0 Tready A. Smith - 37,073

(ii) Shared power to vote or to direct the vote:

Bayshore Capital Advisors, LLC - 8,473,160 Bayshore Rare Earths II, LLC - 5,904,265 Bayshore MGR, LLC - 6,230,583 Tready A. Smith - 8,626,170

(iii) Sole power to dispose or to direct the disposition of:

Bayshore Capital Advisors, LLC - 0 Bayshore Rare Earths II, LLC - 0 Bayshore MGR, LLC - 0 Tready A. Smith - 37,073

(iv) Shared power to dispose or to direct the disposition of:

Bayshore Capital Advisors, LLC - 8,473,160 Bayshore Rare Earths II, LLC - 5,904,265 Bayshore MGR, LLC - 6,230,583 Tready A. Smith - 8,626,170

Item 5.

Ownership of 5 Percent or Less of a Class.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bayshore Capital Advisors, LLC

Signature:	/s/ Tready A. Smith
Name/Title:	Tready A. Smith/as Chief Executive Officer
Date:	04/23/2026

Bayshore Rare Earths II, LLC

Signature:	/s/ Tready A. Smith
Name/Title:	Tready A. Smith/as Manager
Date:	04/23/2026

Bayshore MGR, LLC

Signature:	/s/ Tready A. Smith
Name/Title:	Tready A. Smith/as Manager
Date:	04/23/2026

Tready A. Smith

Signature:	/s/ Tready A. Smith
Name/Title:	Tready A. Smith
Date:	04/23/2026

Exhibit Information

Joint Acquisition Statement Pursuant to Rule 13d-1(k) (incorporated by reference to Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on March 25, 2025).

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Sec Form 13G Filing - Bayshore Capital Advisors, LLC filing for - 2026-04-23