SEC Comment Letter 0000000000-23-005301 to USA Rare Earth, Inc. (USAR)
USA Rare Earth, Inc.
Date: May 18, 2023 · CIK: 0001970622 · Accession: 0000000000-23-005301
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271128
Letter
United States securities and exchange commission logo May 18, 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 Amendment No. 1 to Registration Statement on Form S-1 Filed May 9, 2023 File No. 333-271128 Dear Michael Blitzer: We have reviewed your amended 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. Amendment No. 1 to Registration Statement on Form S-1 filed May 9, 2023 Summary Background, page 3 1.Please revise to include LUNR’s most recent available stock price here and elsewhere as appropriate. Risk Factors, page 35 2.Please revise the risk factor on page 75 regarding the excise tax to clearly state 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.
FirstName LastNameMichael Blitzer Comapany NameInflection Point Acquisition Corp. II May 18, 2023 Page 2 FirstName LastName Michael Blitzer Inflection Point Acquisition Corp. II May 18, 2023 Page 2 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 18, 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
Amendment No. 1 to Registration Statement on Form S-1
Filed May 9, 2023
File No. 333-271128
Dear Michael Blitzer:
We have reviewed your amended 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.
Amendment No. 1 to Registration Statement on Form S-1 filed May 9, 2023
Summary
Background, page 3
1.Please revise to include LUNR’s most recent available stock price here and elsewhere as
appropriate.
Risk Factors, page 35
2.Please revise the risk factor on page 75 regarding the excise tax to clearly state 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.
FirstName LastNameMichael Blitzer
Comapany NameInflection Point Acquisition Corp. II
May 18, 2023 Page 2
FirstName LastName
Michael Blitzer
Inflection Point Acquisition Corp. II
May 18, 2023
Page 2
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