SEC Comment Letter 0000000000-23-004492 to USA Rare Earth, Inc. (USAR)
USA Rare Earth, Inc.
Date: May 1, 2023 · CIK: 0001970622 · Accession: 0000000000-23-004492
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271128
Letter
United States securities and exchange commission logo May 1, 2023 Michael Blitzer Chief Executive Officer Inflection Point Acquisition Corp. II 167 Madison Avenue, Suite 205 #1017 New York, NY 10016 Re:Inflection Point Acquisition Corp. II Registration Statement on Form S-1 Filed April 5, 2023 File No. 333-271128 Dear Michael Blitzer: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 filed April 5, 2023 General 1.We note your disclosure on page 24 and elsewhere that each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction. Please revise to disclose whether the shareholders will be permitted to redeem their shares if they do not vote, or abstain from voting. Prospectus Summary, page 1 2.When discussing the initial business combination of IPAX on page 2 and elsewhere, please clearly disclose the amount and percent of the public shareholders that redeemed their shares.
FirstName LastNameMichael Blitzer Comapany NameInflection Point Acquisition Corp. II May 1, 2023 Page 2 FirstName LastName Michael Blitzer Inflection Point Acquisition Corp. II May 1, 2023 Page 2 Risk Factors, page 35 3.Please include a risk factor that describes the potential material effect on your shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction Act in August 2022. If applicable, include in your disclosure that the excise tax could reduce the trust account funds available to pay redemptions or that are available to the combined company following a de-SPAC. Describe the risks of the excise tax applying to redemptions in connection with: •liquidations that are not implemented to fall within the meaning of “complete liquidation” in Section 331 of the Internal Revenue Code, •extensions, depending on the timing of the extension relative to when the SPAC completes a de-SPAC or liquidates, and •de-SPACs, depending on the structure of the de-SPAC transaction. Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of the excise tax. Executive Compensation, page 122 4.We note the disclosure that "Commencing on the date of this prospectus through the earlier of consummation of our initial business combination and our liquidation, we will pay an aggregate of $27,083.33 per month for the services of Peter Ondishin, Chief Financial Officer, and Kevin Shannon, Chief of Staff." Please clearly disclose the material terms of these agreements. See Item 402(o)(1) of Regulation S-K. Please file the agreements as exhibits. See Item 601(b)(10)(iii) of Regulation S-K. Lastly, please provide your analysis as to why Mr. Shannon is not an executive officer.
FirstName LastNameMichael Blitzer Comapany NameInflection Point Acquisition Corp. II May 1, 2023 Page 3 FirstName LastName Michael Blitzer Inflection Point Acquisition Corp. II May 1, 2023 Page 3 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Paul Cline at 202-551-3851 or Isaac Esquivel at 202-551-3395 if you have questions regarding the financial statements and related matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Joel Rubinstein
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United States securities and exchange commission logo
May 1, 2023
Michael Blitzer
Chief Executive Officer
Inflection Point Acquisition Corp. II
167 Madison Avenue, Suite 205 #1017
New York, NY 10016
Re:Inflection Point Acquisition Corp. II
Registration Statement on Form S-1
Filed April 5, 2023
File No. 333-271128
Dear Michael Blitzer:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed April 5, 2023
General
1.We note your disclosure on page 24 and elsewhere that each public shareholder may elect
to redeem its public shares irrespective of whether they vote for or against the proposed
transaction. Please revise to disclose whether the shareholders will be permitted to
redeem their shares if they do not vote, or abstain from voting.
Prospectus Summary, page 1
2.When discussing the initial business combination of IPAX on page 2 and elsewhere,
please clearly disclose the amount and percent of the public shareholders that redeemed
their shares.
FirstName LastNameMichael Blitzer
Comapany NameInflection Point Acquisition Corp. II
May 1, 2023 Page 2
FirstName LastName
Michael Blitzer
Inflection Point Acquisition Corp. II
May 1, 2023
Page 2
Risk Factors, page 35
3.Please include a risk factor that describes the potential material effect on your
shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the excise tax could
reduce the trust account funds available to pay redemptions or that are available to the
combined company following a de-SPAC. Describe the risks of the excise tax applying to
redemptions in connection with:
•liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code,
•extensions, depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates, and
•de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
Executive Compensation, page 122
4.We note the disclosure that "Commencing on the date of this prospectus through the
earlier of consummation of our initial business combination and our liquidation, we will
pay an aggregate of $27,083.33 per month for the services of Peter Ondishin, Chief
Financial Officer, and Kevin Shannon, Chief of Staff." Please clearly disclose the
material terms of these agreements. See Item 402(o)(1) of Regulation S-K. Please file the
agreements as exhibits. See Item 601(b)(10)(iii) of Regulation S-K. Lastly, please
provide your analysis as to why Mr. Shannon is not an executive officer.
FirstName LastNameMichael Blitzer
Comapany NameInflection Point Acquisition Corp. II
May 1, 2023 Page 3
FirstName LastName
Michael Blitzer
Inflection Point Acquisition Corp. II
May 1, 2023
Page 3
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Paul Cline at 202-551-3851 or Isaac Esquivel at 202-551-3395 if you
have questions regarding the financial statements and related matters. Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Joel Rubinstein