Van Hollen, Warren, Wyden, Lofgren Lead New Probe Into Cantor Fitzgerald, USAR After $1.6 Billion Trump Administration Deal

U.S. Senators Chris Van Hollen (D-Md.), Ranking Member on the Appropriations Subcommittee on Commerce, Justice, Science, and Related Agencies, Elizabeth Warren (D-Mass.), Ranking Member on the Senate Committee on Banking, Housing, and Urban Affairs, Ron Wyden (D-Ore.), Ranking Member on the Senate Finance Committee, and Representative Zoe Lofgren (D-Calif.), Ranking Member of the House Committee on Science, Space, and Technology, pressed Cantor Fitzgerald (Cantor) - led by Commerce Secretary Howard Lutnick's sons - and USA Rare Earth (USAR) on ethics concerns following their recent $1.6 billion agreement with the U.S. Department of Commerce (Commerce).

USAR's reported engagement with Secretary Lutnick and financial arrangement with Cantor in conjunction with the Commerce deal - an agreement that potentially resulted in a multi-million-dollar payout to a firm led by the Secretary's sons - raises glaring red flags.

"It is imperative your compan(ies) provide complete transparency about the substantive conflict of interest concerns raised by the circumstances of this investment," wrote the lawmakers.

In January 2026, USAR and Commerce announced a tentative $1.6 billion deal in which the federal government agreed to take a 10% stake in USAR. To close the deal, USAR raised $1.5 billion in a private offering for the company's stock and selected Cantor, Secretary Lutnick's former financial firm, as the deal's placement agent. Cantor is currently led by Secretary Lutnick's son, Brandon Lutnick.

Secretary Lutnick appears to have played a key role in securing the lucrative deal. USAR's CEO attested to Secretary Lutnick's decisive and personal involvement after a meeting in November, describing how he opened doors to influential agency staff that manage billions in CHIPS Act funding and officials at other federal agencies. The lawmakers sounded the alarm on potential bribery concerns surrounding the deal, both in relation to Secretary Lutnick and company officials.

"The circumstances around how this deal came together raise serious questions about Secretary Lutnick's exposure to federal conflicts of interest and bribery laws," wrote the lawmakers.

"If USAR selected Cantor as its broker as a way to induce, reward, or otherwise curry favor with the Department of Commerce, Secretary Lutnick, or other government officials, it would raise serious questions about USAR's exposure to federal anti-bribery or gratuity laws," continued the lawmakers.

Senator Van Hollen has previously joined Senator Warren and members of Congress in raising concerns over the Commerce Department's investment in USAR. In response, USAR's CEO said: "(o)ur best move was to go with the team who knew us." Following Secretary Lutnick's refusal to provide answers, the lawmakers expanded their investigation to press Cantor and USAR directly.

The lawmakers pushed Cantor Fitzgerald and USA Rare Earth to provide answers regarding the circumstances around this deal and transaction documents by July 23, 2026.

The full text of the letter to Cantor Fitzgerlad is available here. The full text of the letter to USA Rare Earth is available here. The full text of both letters are available below.

Letter to Cantor Fitzergerald

Mr. Lutnick:

We write regarding ongoing ethics and corruption concerns in light of the June 3, 2026 announcement that the U.S Department of Commerce (Commerce) has finalized a $1.6 billion definitive agreement with USA Rare Earth (USAR). Given the massive investment by the American public in USAR, and USAR's fiduciary responsibility to its shareholders as a publicly traded company, it is imperative your company provide complete transparency about the substantive conflict of interest concerns raised by the circumstances of this investment.

In February of this year, we wrote to Commerce Secretary Howard Lutnick in regard to our concerns about the January 2026 announcement that USAR and Commerce had reached a tentative $1.6 billion deal in which the federal government tentatively agreed to take a 10% stake in USAR. To close the deal, USAR set a $1.5 billion-dollar private offering for the company's stock and selected Secretary Lutnick's former financial firm, Cantor Fitzgerald (Cantor), as the deal's placement agent. The deal likely benefited two of Secretary Lutnick's adult sons, who now operate the firm. Secretary Lutnick has refused to provide answers, and we are expanding our investigation to seek information regarding any knowledge you may have involving Secretary Lutnick's role or the role of Cantor Fitzgerald.

Under the terms of the January 2026 deal, Commerce would offer "up to $277 million in direct funding and up to $1.3 billion in loans" to USAR. In conjunction with this investment agreement, the US government also took a direct 10% stake in USAR, tentatively agreeing to purchase 16.1 million shares.

Commerce's $1.6 billion investment in USAR was predicated on a capital matching requirement that mandated USAR raise its own private funds. To meet Commerce's conditions, USAR raised $1.5 billion in a "private investment in public equity" (PIPE) transaction, in which the company sold 69.8 million USAR shares-offering around one-third of its outstanding stock-at a discounted price to private investors through a financial broker. USAR chose Cantor as "lead placement agent," alongside Moelis, and the two were ultimately successful in securing the requisite investors, including several prominent donors to President Trump.

Secretary Lutnick appears to have played a part in facilitating USAR's deal with Commerce. USAR's CEO Barbara Humpton attested to Secretary Lutnick's decisive and personal involvement after meeting with him in November, describing how he opened doors to influential agency staff that manage billions in CHIPS Act funding and officials at the U.S. Department of Energy (DOE) and Department of Defense (DoD). The USAR CEO claimed that Secretary Lutnick was especially interested in USAR, and recounted that Secretary Lutnick asked: "[w]hat would it take to go faster and scale further?"

Ultimately, the deal was likely lucrative for the Lutnick family. Secretary Lutnick led Cantor for decades, before transferring his stake in the company to his sons last year. Though no estimate of the fee Cantor collected has been released publicly, previous SEC disclosures and industry estimates indicate that fees for placement agents in PIPE transactions can range between 2.5-10%. USAR's public filings indicate that the company incurred approximately $50 million in PIPE financing costs. Even a conservative estimate, therefore, indicates that USAR may have paid Cantor millions-if not tens of millions-in its quest to secure a $1.6 billion government contract from a government agency led by Cantor's former CEO. The circumstances around how this deal came together raise serious questions about Secretary Lutnick's exposure to federal conflicts of interest and bribery laws.

Secretary Lutnick's Ethics Commitments & Exposure to Federal Conflict of Interest Laws

We and other members of Congress previously raised concerns about the conflicts of interest posed by this deal. In response, USAR's CEO explained USAR's selection of Cantor by saying: "[o]ur best move was to go with the team who knew us."

Indeed, USAR and Cantor's relationship appears to date back to when Secretary Lutnick was still CEO and Chairman of Cantor. In August 2024, USAR announced that it would become a publicly traded company via a business combination with Inflection Point Acquisition Corp II, a special purpose acquisition company (SPAC) with ties to Cantor dating back to May 2023 when Cantor served as the representatives of the underwriters for the SPAC's initial public offering. Since then, Mr. Lutnick became Secretary of Commerce but the relationship between Cantor and USAR continued. USAR's CEO confirmed that Cantor helped USAR go public in March, and Cantor led USAR's first post-merger PIPE in the following months.

This history raises questions about the degree to which Secretary Lutnick was aware of the preexisting business relationship and connection between USAR and Cantor when USAR's CEO met with him November and strengthens the arguments that Secretary Lutnick should have recused himself from any particular involvement in the USAR deal. Notably, Secretary Lutnick agreed in his federal ethics agreement that pursuant to the impartiality regulation at 5 C.F.R. § 2635.502, he would "not participate personally and substantially in any particular matter involving specific parties in which I know Cantor Fitzgerald L.P., or its subsidiaries, is a party or represents a party" for a period of one year following his resignation from the company. If Lutnick was personally involved in negotiating or approving Commerce's side of the deal- which included the capital matching requirement that ultimately involved and benefitted Cantor -Lutnick's involvement would likely be a textbook conflict of interest.

Accordingly, we seek clarity as to Lutnick's direct involvement in the USAR-Cantor deal, including whether and to what degree USAR or Cantor representatives met with Secretary Lutnick with regards to the Department of Commerce's negotiations or tentative investment agreement with USAR.

USAR's Exposure to Federal Anti-Bribery Laws

Even if Secretary Lutnick was not aware of USAR's relationship to Cantor, the deal may implicate federal bribery and gratuity laws and regulations concerning use of public office for private gain.

Federal laws forbid bribing or rewarding federal public officials. Anyone who "directly or indirectly, corruptly gives, offers or promises anything of value to any public official" with the intent to influence any official act or decision may be in violation of bribery laws. Even without a direct quid pro quo, federal law also prohibits anyone who "directly or indirectly gives, offers, or promises anything of value to any public official . . . for or because of any official act performed or to be performed by such public official." If USAR selected Cantor as its broker as a way to induce, reward, or otherwise curry favor with the Department of Commerce, Secretary Lutnick, or other government officials, it would raise serious questions about USAR's exposure to federal anti-bribery or gratuity laws. USAR's reported personal engagement with Secretary Lutnick and financial arrangement with Cantor in the pursuit of the Commerce deal- an agreement that potentially resulted in a multi-million-dollar payout to a firm led by the Secretary's sons-raises glaring red flags.

Though Secretary Lutnick may no longer hold a direct stake in Cantor, the direct financial interest of his family members is a central legal consideration in this matter. Legal experts and federal courts have determined that a "thing of value need not go to the public official himself" for an action to be considered germane under bribery law. The multi-million dollar fundraising fee Cantor may have collected on USAR's requisite private stock transaction, which was needed to secure the Commerce investment, could reasonably be considered a tangible "thing of value." USAR should disclose at what point it notified US government officials that Cantor would be acting on its behalf in this transaction.

Your actions and the involvement of Cantor may also expose Secretary Lutnick to federal antibribery laws. Federal law applies equal scrutiny to those soliciting bribes as to those offering them. Any government official who "directly or indirectly, corruptly demands, seeks, receives, accepts, or agrees to receive or accept anything of value" in order to be influenced in the performance of an official act, such as approving a government contract, may also be subject to federal anti-bribery laws.

Likewise, 5 C.F.R. § 2635.702 prohibits federal employees from using public office for their own private gain or for the private gain of relatives. Specifically, employees "may not use or permit the use of their Government position or title, or any authority associated with their public office, in a manner that is intended to coerce or induce another person . . . to provide any benefit, financial or otherwise, to the employee or to . . . relatives." The extent of Lutnick's involvement in the USAR-Commerce deal, therefore, could raise additional red flags.

Cantor should immediately report if any US government representatives, including Secretary Lutnick, Commerce employees, or other Trump administration officials, suggested that Cantor be involved or chosen as the broker in USAR's private fundraising round.

Questions

In order to better inform our legislative responsibilities as they relate to rooting out corruption and securing critical minerals supply chains, we ask that you answer the following questions by July 20, 2026:

1. Have any employees or representatives of Cantor Fitzgerald met with any members of the Department of Commerce regarding critical mining investments or CHIPS and Science Act funding? If so, please provide a log with the date of any meeting, list of meeting attendees, meeting notes, and any correspondence between Commerce officials and Cantor.

a. Have any employees or representatives of Cantor Fitzgerald met with Secretary Lutnick, or any other representative from the Office of the Secretary regarding USAR?

b. Have Cantor Fitzgerald employees or representatives met with the CHIPS and Science team?

c. Have Cantor Fitzgerald employees or representatives met with Commerce officials regarding the Department's potential investment in USAR?

d. Have Cantor Fitzgerald employees or representatives met with Commerce officials with regards to Cantor's role as the lead placement agent in USAR's PIPE transaction?

2. How was Cantor chosen as the lead placement agency in the USAR PIPE?

a. When and how did Cantor become aware of the PIPE?

b. With whom at USAR did Cantor negotiate with over its role as lead placement agency?

c. When did these negotiations begin, and when were they finalized?

d. When and how did Cantor inform Commerce Department officials of its role?

e. How was Cantor compensated for its role as the lead placement agent in the USAR PIPE?

f. Did Cantor collect a placement agent fee for its role in the PIPE? If so, what was the rate it charged USAR?

g. How much was Cantor compensated for its services in the PIPE transaction?

3. What internal policies, trainings, and procedures, does Cantor have, if any, as they relate to engagement with federal employees and compliance with federal bribery and ethics laws?

a. What processes does USAR have in place to address potential breaches of such ethics policies?

Sincerely,

Letter to USA Rare Earth

Ms. Humpton: We write regarding ongoing ethics and corruption concerns in light of the June 3, 2026 announcement that the U.S Department of Commerce (Commerce) has finalized a $1.6 billion definitive agreement with USA Rare Earth (USAR). Given the massive investment by the American public in USAR, and USAR's fiduciary responsibility to its shareholders as a publicly traded company, it is imperative your company provide complete transparency about the substantive conflict of interest concerns raised by the circumstances of this investment.

In February of this year, we wrote to Commerce Secretary Howard Lutnick in regard to our concerns about the January 2026 announcement that USAR and Commerce had reached a tentative $1.6 billion deal in which the federal government tentatively agreed to take a 10% stake in USAR. To close the deal, USAR set a $1.5 billion-dollar private offering for the company's stock and selected Secretary Lutnick's former financial firm, Cantor Fitzgerald (Cantor), as the deal's placement agent. The deal likely benefited two of Secretary Lutnick's adult sons, who now operate the firm. Secretary Lutnick has refused to provide answers, and we are expanding our investigation to seek information regarding any knowledge you may have involving Secretary Lutnick's role or the role of Cantor Fitzgerald.

Under the terms of the January 2026 deal, Commerce would offer "up to $277 million in direct funding and up to $1.3 billion in loans" to USAR. In conjunction with this investment agreement, the US government also took a direct 10% stake in USAR, tentatively agreeing to purchase 16.1 million shares.

Commerce's $1.6 billion investment in USAR was predicated on a capital matching requirement that mandated USAR raise its own private funds. To meet Commerce's conditions, USAR raised $1.5 billion in a "private investment in public equity" (PIPE) transaction, in which the company sold 69.8 million USAR shares-offering around one-third of its outstanding stock-at a discounted price to private investors through a financial broker. USAR chose Cantor as "lead placement agent," alongside Moelis, and the two were ultimately successful in securing the requisite investors, including several prominent donors to President Trump.

Secretary Lutnick appears to have played a part in facilitating USAR's deal with Commerce. You attested to Secretary Lutnick's decisive and personal involvement after meeting with him in November, describing how he opened doors to influential agency staff that manage billions in CHIPS Act funding and officials at the U.S. Department of Energy (DOE) and Department of Defense (DoD). You claimed that Secretary Lutnick was especially interested in USAR, and recounted that Secretary Lutnick asked: "[w]hat would it take to go faster and scale further?"

Ultimately, the deal was likely lucrative for the Lutnick family. Secretary Lutnick led Cantor for decades, before transferring his stake in the company to his sons last year. Though no estimate of the fee Cantor collected has been released publicly, previous SEC disclosures and industry estimates indicate that fees for placement agents in PIPE transactions can range between 2.5-10%. USAR's public filings indicate that the company incurred approximately $50 million in PIPE financing costs. Even a conservative estimate, therefore, indicates that USAR may have paid Cantor millions-if not tens of millions-in its quest to secure a $1.6 billion government contract from a government agency led by Cantor's former CEO.

The circumstances around how this deal came together raise serious questions about Secretary Lutnick's exposure to federal conflicts of interest and bribery laws.

Secretary Lutnick's Ethics Commitments & Exposure to Federal Conflict of Interest Laws

We and other members of Congress previously raised concerns about the conflicts of interest posed by this deal. In response, you have explained USAR's selection of Cantor by saying: "[o]ur best move was to go with the team who knew us."

Indeed, USAR and Cantor's relationship appears to date back to when Secretary Lutnick was still CEO and Chairman of Cantor. In August 2024, USAR announced that it would become a publicly traded company via a business combination with Inflection Point Acquisition Corp II, a special purpose acquisition company (SPAC) with ties to Cantor dating back to May 2023 when Cantor served as the representatives of the underwriters for the SPAC's initial public offering. Since then, Mr. Lutnick became Secretary of Commerce but the relationship between Cantor and USAR continued. You confirmed that Cantor helped USAR go public in March, and Cantor led USAR's first post-merger PIPE in the following months.

This history raises questions about the degree to which Secretary Lutnick was aware of the preexisting business relationship and connection between USAR and Cantor when you met in November and strengthens the arguments that Secretary Lutnick should have recused himself from any particular involvement in the USAR deal. Notably, Secretary Lutnick agreed in his federal ethics agreement that pursuant to the impartiality regulation at 5 C.F.R. § 2635.502, he would "not participate personally and substantially in any particular matter involving specific parties in which I know Cantor Fitzgerald L.P., or its subsidiaries, is a party or represents a party" for a period of one year following his resignation from the company. If Secretary Lutnick was personally involved in negotiating or approving Commerce's side of the deal- which included the capital matching requirement that ultimately involved and benefited Cantor -Lutnick's involvement would likely be a textbook conflict of interest.

Accordingly, we seek clarity as to Lutnick's direct involvement in the USAR-Cantor deal, including whether and to what degree USAR or Cantor representatives met with Secretary Lutnick with regards to the Department of Commerce's negotiations or tentative investment agreement with USAR.

USAR's Exposure to Federal Anti-Bribery Laws

Even if Secretary Lutnick was not aware of USAR's relationship to Cantor, the deal may implicate federal bribery and gratuity laws and regulations concerning use of public office for private gain.

Federal laws forbid bribing or rewarding federal public officials. Anyone who "directly or indirectly, corruptly gives, offers or promises anything of value to any public official" with the intent to influence any official act or decision may be in violation of bribery laws. Even without a direct quid pro quo, federal law also prohibits anyone who "directly or indirectly gives, offers, or promises anything of value to any public official . . . for or because of any official act performed or to be performed by such public official." If USAR selected Cantor as its broker as a way to induce, reward, or otherwise curry favor with the Department of Commerce, Secretary Lutnick, or other government officials, it would raise serious questions about USAR's exposure to federal anti-bribery or gratuity laws. USAR's reported personal engagement with Secretary Lutnick and financial arrangement with Cantor in the pursuit of the Commerce deal - an agreement that potentially resulted in a multi-million-dollar payout to a firm led by the Secretary's sons-raises glaring red flags.

Though Secretary Lutnick may no longer hold a direct stake in Cantor, the direct financial interest of his family members is a central legal consideration in this matter. Legal experts and federal courts have determined that a "thing of value need not go to the public official himself" for an action to be considered germane under bribery law. The multi-million dollar fundraising fee Cantor may have collected on USAR's requisite private stock transaction, which was needed to secure the Commerce investment, could reasonably be considered a tangible "thing of value." USAR should disclose at what point it notified US government officials that Cantor would be acting on its behalf in this transaction.

Your actions and the involvement of Cantor may also expose Secretary Lutnick to federal antibribery laws. Federal law applies equal scrutiny to those soliciting bribes as to those offering them. Any government official who "directly or indirectly, corruptly demands, seeks, receives, accepts, or agrees to receive or accept anything of value" in order to be influenced in the performance of an official act, such as approving a government contract, may also be subject to federal anti-bribery laws.

Likewise, 5 C.F.R. § 2635.702 prohibits federal employees from using public office for their own private gain or for the private gain of relatives. Specifically, employees "may not use or permit the use of their Government position or title, or any authority associated with their public office, in a manner that is intended to coerce or induce another person . . . to provide any benefit, financial or otherwise, to the employee or to . . . relatives." The extent of Lutnick's involvement in the USAR-Commerce deal, therefore, could raise additional red flags.

USAR should immediately report if any US government representatives, including Secretary Lutnick, Commerce employees, or other Trump administration officials, suggested that Cantor be involved or chosen as the broker in USAR's private fundraising round.

Questions

In order to better inform our legislative responsibilities as they relate to rooting out corruption and securing critical minerals supply chains, we ask that you answer the following questions by July 20, 2026:

1. Was Secretary Lutnick involved in USAR's PIPE transaction in which Cantor acted as a placement agent?

a. What was the nature of your meeting with Secretary Lutnick in November, 2025? Please provide the date, list of attendees, and any transcripts, notes, or agendas, from your meeting with Secretary Lutnick and any correspondence between USAR and government officials related to the meeting.

i. Did you discuss any role for Cantor Fitzgerald in the USAR transaction at that meeting?

b. Have you met or spoken with Secretary Lutnick since November, 2025?

c. Was USAR in any way pressured or solicited to choose Cantor as its placement agent by officials at the Department of Commerce?

2. Did the Department of Commerce have any involvement in USAR's PIPE transaction?

a. Did USAR notify the Department of Commerce about its intention to proceed with a PIPE transaction to raise matching funds during its negotiations with the Department?

b. Did USAR notify the Department of Commerce that Cantor Fitzgerald would represent USAR as its lead placement agent in the PIPE transaction? If so, when? Please provide all correspondence between USAR and Commerce officials related to the PIPE transaction.

c. Did representatives of Cantor meet with Commerce officials in relation to the PIPE transaction?

3. What was the nature of the interagency meeting between USAR and the Departments of Defense, Commerce, and Energy at the Pentagon?

a. Please provide the date, list of attendees, and any transcripts, notes, or agendas, from the meeting and any correspondence between USAR and government officials related to the meeting.

4. Please provide a copy of USAR's negotiated agreement with the Department of Commerce, including any negotiated milestones, cost-sharing agreements, and reporting requirements for the duration of the contract.

a. Please provide a copy of the negotiated agreement between USAR and the U.S. Department of Energy's National Energy Technology Laboratory.

5. Please describe the history between USAR and Cantor Fitzgerald.

a. Identify the date on which USAR first engaged, retained, or otherwise entered into any business relationship with Cantor Fitzgerald & Co. or any Cantor Fitzgerald affiliate, including any relationship or role in connection with the August 2024 business combination agreement with Inflection Point & Acquisition Corp. II.

b. Describe the process by which USAR selected Cantor as lead placement agent for both the April-May 2025 $75 million PIPE and the January 2026 $1.5 billion PIPE, including whether competing proposals from other entities were solicited, reviewed, or considered for the transactions.

6. Have you or anyone else at USAR communicated with Brandon Lutnick or Kyle Lutnick regarding the $1.5 billion PIPE anchored by Cantor?

a. Please provide a copy of any and all correspondence between Brandon and Kyle Lutnick, and USAR with regards to the January 2026 PIPE transaction.

7. USAR's Form 10-Q for the quarterly period ending March 31, 2026 states that the financing costs for the January 2026 PIPE reached approximately $50 million. Please provide a breakdown of that $50 million.

a. How did USAR compensate Cantor for its role as the lead placement agent in the $1.5 billion PIPE transaction? What was the negotiated fee between Cantor and USAR for Cantor's role in the PIPE transaction? i. How much was Cantor compensated for its services in the PIPE transaction?

b. How much did USAR pay-in fees, commissions or other compensation-to other agents involved in the USAR-Commerce deal and PIPE, including Moelis & Company.

8. What internal policies, trainings, and procedures, does USAR have, if any, as they relate to engagement with federal employees and compliance with federal bribery laws?

a. What processes does USAR have in place to address potential breaches of such ethics policies?

Sincerely,