SecProbe.io

December 11, 2024
Michael Blitzer
Chief Executive Officer
Inflection Point Acquisition Corp. II
167 Madison Avenue, Suite 205 #1017
New York, New York 10016
David Kronenfeld
Chief Legal Officer
USA Rare Earth, LLC
100 W Airport Road
Stillwater, Oklahoma 74075
Re:Inflection Point Acquisition Corp. II
USA Rare Earth, LLC
Registration Statement on Form S-4
Filed November 12, 2024
File No. 333-283181
Dear Michael Blitzer and David Kronenfeld:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Business Combination Agreement Consideration, page 3
You disclose that the Aggregate Earn-out Consideration may vest upon a transaction
or series of transactions the result of which is a change in control, such as the
acquisition by any Person or “group” (as defined in the Exchange Act) of Persons of
direct or indirect beneficial ownership of securities representing 50% or more of the 1.

December 11, 2024
Page 2
combined voting power of the then outstanding securities of New USARE. Please
discuss if the aggregate number of shares of New USARE Common Stock that will be
issuable upon conversion of the Series A Preferred Stock and Series A Preferred
Investor Warrants that New USARE will issue in connection with the Business
Combination may result in a change of control of the registrant, and accelerate the
vesting of the Earn-out Consideration.
Related Agreements, page 4
2.We note your disclosure of the Series A Preferred Stock Investment and the Class A
Convertible Preferred Investment. Please disclose the use of proceeds raised through
these transactions.
Certain Interests of Inflection Point's Directors and Officers and Others in the Business
Combination, page 11
3.In terms of repayment of any outstanding working capital loan and advances that have
been made to Inflection Point, please also disclose that pursuant to the Blitzer Class A
SPA, USARE has issued 122,549 USARE Class A-2 Convertible Preferred Units and
a USARE Class A Preferred Investor Warrant to purchase up to 31,250 USARE
Class A Units in exchange for Mr. Blitzer’s promise to forgive, at Closing, the
remaining 50% of the then-outstanding balance of the Convertible Promissory Note.
Registration Rights Agreement, page 92
4.Please revise to quantify the number of shares subject to registration rights pursuant to
the A&R Registration Rights Agreement.
Background of the Business Combination, page 97
5.Please revise your disclosure to discuss USARE's reasons for engaging in the business
combination. Refer to Item 1605(b)(3).
6.Please disclose how you used the most comparable publicly traded company (MP
Materials) and other metrics to compute an initial enterprise value range in your June
3, 2024 initial letter of intent, disclosing the financial analyses you used to form the
initial enterprise value range considering that USARE has yet to commence
commercial production. Please also discuss the financial analyses you based your
increase in base valuation of $800 million and an additional five-year earn out of
10 million shares at $15 and $20 share price hurdles as communicated in an updated
LOI on June 19, 2024.
7.Revise your Background section to disclose the negotiation of your arrangements
whereby certain shareholders agreed to waive their redemption rights leading up to
your November 18, 2024 Special Meeting.
On August 19, 2024 you disclose that Paula Sutter, Erica Dorfman, and Samuel
Sayegh of the Inflection Point audit committee had a morning meeting with a
representative of White & Case and Kevin Shannon to review and discuss the related
party transactions that would result from the pre-funded PIPE investment, and that the
committee unanimously passed resolutions approving and recommending that the full
Board approve the related party transactions contemplated by the Business 8.

December 11, 2024
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Combination. Please elaborate on the negotiation of the arrangements for forgiveness
of Convertible Promissory Note with Mr. Blitzer, and expand your disclosure about
the pre-funded Pipe Financing, in terms of the negotiation/marketing processes, who
selected the potential PIPE investors, and how were the terms of the PIPE transaction
determined and the negotiation of the price paid by any PIPE investors. In this regard,
we note disclosure on page 219 and elsewhere that on August 21, 2024, in connection
with the signing of the Business Combination Agreement, the Company completed
the Pre-Funding Pipe Financing pursuant to which USARE and certain investors,
including certain funds related to Inflection Point and Mr. Blitzer entered into
securities purchase agreements with the Company pursuant to which the Class A
Convertible Preferred Unit Investors purchased (i) USARE Class A Convertible
Preferred Units and (ii) USARE Class A Preferred Investor Warrants for an aggregate
purchase price of approximately $25.5 million.
The Inflection Point Board's Reasons for the Approval of the Business Combination, page
102
9.Revise your disclosure to state whether or not a majority of the SPAC’s directors who
are not employees of the SPAC have retained an unaffiliated representative to act
solely on behalf of unaffiliated security holders for purposes of negotiating the terms
of the business combination and/or preparing a report concerning the approval of the
business combination. Refer to Item 1606(d) or Regulation S-K.
Class A Convertible Preferred Unit Investment and Series A Preferred Stock Commitment,
page 105
10.Please revise to discuss the reasons, structure and timing for the Class A Convertible
Preferred Unit Investment and Series A Preferred Stock Commitment. Refer to Item
1605(b)(3) of Regulation S-K.
Projected Financial Information, page 115
11.Please revise to disclose all material bases of the disclosed projections and all material
assumptions underlying the projections, and any material factors that may affect such
assumptions. The disclosure referred to in this section should include a discussion of
any material growth or reduction rates or discount rates used in preparing the
projections, and the reasons for selecting such growth or reduction rates or discount
rates. As part of your revisions, please also disclose any capital expenditures estimates
shared with the Inflection Point Board, such as capital expenditures to start phase 1 or
phase 2 production and sales in 2026 and 2027. In regards to phase 1, for example,
you disclose on page 204 that initial commercial production would require
"significant additional expenditures." We also note disclosure on page 102 that the
Inflection Point Board considered a review of USARE’s "historical financial
investment and certain internal financial forecasts for the magnet factory including
revenues, margin profiles, capital expenditures, cash flow and other relevant financial
and operating metrics." Refer to Item 1609(b) of Regulation S-K.

December 11, 2024
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Projected Financial Information, page 115
12.Disclose, if true, that you provided your projections to your Board of Directors and/or
financial advisors for the purpose of rendering an opinion that materially relates to
your business combination transaction.
The Advisory Organizational Document Proposals, page 132
13.We note that the Proposed Organizational Documents will have an exclusive forum
provision providing that Delaware will be the exclusive forum for certain stockholder
litigation and the federal district courts of the United States of America as the
exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act of 1933. Please disclose whether the exclusive forum
provision applies to actions arising under the Exchange Act of 1934. If this provision
does not apply to actions arising under the Exchange Act, please also ensure that the
exclusive forum provision in the governing documents states this clearly. In addition,
please provide related risk factor disclosure describing the exclusive forum provision
and its impact on shareholders.
U.S. Federal Income Tax Considerations, page 146
14.You disclose that whether the Domestication will qualify as an F Reorganization is
not free from doubt due to the absence of direct guidance on the application of
Section 368(a)(1)(F) of the Code to an entity that holds only investment-type assets,
but that White & Case LLP will deliver an opinion that the Domestication should
qualify as an F Reorganization, which such opinion will be filed as Exhibit 8.1 to the
registration statement. Please also provide a legal opinion with respect to the material
tax consequences of the business combination to the respective securityholders of
Inflection Point and USARE. If you intend to file a short-form opinion, please revise
the related tax disclosure in your proxy statement/prospectus to clearly state that the
tax consequences of the business combination to the respective securityholders of
Inflection Point and USARE is the opinion of named counsel and clearly identify the
opinions being rendered.
Unaudited Pro Forma Condensed Combined Financial Information, page 167
15.We note several adjustments that are preliminary and have not been finalized. For
such adjustments please disclose:

•A description of the information required, including, if material, the uncertainties
affecting the pro forma financial information and the possible consequences of
their resolution;
•an indication of when the accounting is expected to be finalized; and,
•other available information that will enable a reader to understand the magnitude
of any potential adjustments to the measurements depicted.

Refer to Rule 11-02(a)(11)(ii)(B) of Regulation S-X.
We note on page F-55 that you have agreements to pay transaction bonuses of up to
$3.2 million in the event of a change in control transaction or qualifying equity 16.

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financing as defined. Please tell us whether the business combination transactions
trigger the requirement to pay these transaction bonuses, and, if so, tell us where these
transactions bonuses are presented in the pro forma financial statements.
Note 1. Basis of Presentation, page 178
17.Given that you have identified USA Rare Earth, LLC as the accounting acquiror in a
reverse merger business combination, the accounts of Inflection Point Acquisition
Corp II should be assigned fair value upon acquisition to comply with FASB ASC
805-40-30-1, rather than historical cost, as you have indicated in the first paragraph on
page 178. Please revise your transaction accounting adjustments and the associated
description of the accounting to be applied to conform with this guidance.
Note 2. Accounting Polices and Reclassifications, page 178
18.We note your disclosure on page 178, indicating that you may identify differences in
the accounting policies applied by the two entities that would have a material impact
on the financial statement of the post-combination company, once you have
completed your review. Please expand your disclosure to clarify whether you are
uncertain about the accounting policies applied by the special purpose acquisition
company, the accounting acquiror, or both.

Given that you have identified USA Rare Earth, LLC as the accounting acquiror, and
considering the limited activity conducted by the special purpose acquisition company
since its formation, further clarification is required; please identify the particular areas
of accounting conducted by Inflection Point Acquisition Corp II that you have yet to
evaluate so that investors may clearly understand the nature and extent of your
uncertainty.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Statements
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 179
19.We note footnote (I) represents the estimated fair value of the earnout liability upon
consummation of the Business Combination and that your valuation inputs resulted in
the estimated fair value of $113.5 million. Please disclose an estimate of the range of
outcomes for your earnout liability. If a range cannot be estimated, disclose that fact
and the reasons why one cannot be estimated.
Conflicts of Interest, page 195
20.We note your disclosure regarding the entities to which SPAC's executive officers and
directors currently have fiduciary duties or contractual obligations. Please revise to
briefly describe the fiduciary duties of SPAC's officer and directors to other entities to
which they have fiduciary duties. Refer to Item 1603(c) of Regulation S-K.

December 11, 2024
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Information about USARE
Business Plan
Stage I: Feedstock Relationships and Initial NdFeB Magnet Production, page 207
21.You disclose a "Metal Sales and Tolling Framework Agreement" and a "Rare Earth
Oxides Supply and Distribution Agreement" with two counterparties for the supply
of raw material feedstock to USARE for use in the initial production of the
Company’s NdFeB magnets. Please file such agreements as Exhibits or tell us why
you do not believe these are required to be filed. See Item 610(b)(10) of Regulation S-
K.
Beneficial Ownership of Securities, page 243
22.Please disclose all persons who have or share beneficial ownership over the securities
post-business combination for your 5% beneficial owners. For example, disclose the
person(s) who has or shares beneficial ownership over the securities held by the The
DinSha Dynasty Trust. See Item 403 of Regulation S-K.
Inflection Point Related Person Transactions, page 245
23.Please describe any agreement, arrangement, or understanding, including any
payments, between the SPAC sponsor and unaffiliated security holders of the special
purpose acquisition company regarding the redemption of outstanding securities of the
special purpose acquisition company. Refer to Item 1603(a)(8) of Regulation S-K.
Index to Financial Statements, page F-1
24.Please update the financial statements and related information of USA Rare Earth
LLC and Inflection Point Acquisition Corp. II as required by Rules 15-01(c) and 8-08
of Regulation S-X, respectively.
USA Rare Earth, LLC
Report of Independent Registered Public Accounting Firm, page F-38
25.We note that Horne LLP refers to the "auditing" standards of the PCAOB in their
audit opinion. Please note that it is not appropriate to reference only the auditing
standards of the PCAOB as this qualifying language may imply that the auditor did
not adhere to the other standards of the PCAOB. Please have the auditor revise as
their opinion as appropriate. Refer to Rule 15-01(a) of Regulation S-X.
General
26.Please provide a source for each of your market and industry statements throughout
the proxy statement/prospectus. For instance, provide source information for your
statements that "NdFeB magnets are one of the most powerful types of permanent
magnets commercially available," "As countries set aggressive targets for electric
vehicle adoption in an effort to combat climate change, the demand for NdFeB
magnets is expected to surge over the next decade," and other similar claims.
With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure
in future filings to include disclosure that addresses how this fact could impact your 27.

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ability to complete your initial business combination. For instance, discuss the risk to
investors that