SecProbe.io

January 23, 2025
Michael Blitzer
Chief Executive Officer
Inflection Point Acquisition Corp. II
167 Madison Avenue, Suite 205 #1017
New York, New York 10016
Joshua Ballard
Chief Executive Officer and Manager
USA Rare Earth, LLC
100 W Airport Road
Stillwater, Oklahoma 74075
Re:Inflection Point Acquisition Corp. II
USA Rare Earth, LLC
Amendment No. 1 to Registration Statement on Form S-4
Filed January 6, 2025
File No. 333-283181
Dear Michael Blitzer and Joshua Ballard:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note
otherwise, any references to prior comments are to comments in our December 11, 2024
letter.

January 23, 2025
Page 2
Amendment No. 1 to Registration Statement on Form S-4
Information about USARE
The Rare Earth Magnet Industry: Challenges and Growth Opportunities, page 217
1.We note your disclosure that "even in a potential scenario of slower growth for
electric cars that is now possible in the United States due to the anticipated changing
policies of the incoming Trump administration" there are significant growth
opportunities for domestic supply of NdFeB magnets in the existing domestic market
due to (i) potential instability in supply of rare earth magnets from China and (ii)
demand from wind turbines that rely on NdFeB magnets for their generators and (iii)
demand from the defense industry.  To the extent material, please address any impact
of Trump administration policies on your other demand sectors of wind energy
projects and defense. For example, we note the Executive Order executed January 20,
2025 temporarily halting offshore wind lease sales in federal waters and pausing the
issuance of approvals for both onshore and offshore wind projects.
Beneficial Ownership of Securities, page 253
2.We note your response to prior comment 22 and reissue the comment. Please revise to
disclose the natural person(s) who have voting and/or investment control over the
shares held each 5% stockholder that is an entity, such as U.S. Trading Metals RE,
LLC and The DinSha Dynasty Trust.
Management of New USARE Following the Business Combination , page 267
3.Please disclose all compensation awarded to, earned by, or paid to each person who
will serve as a director or an executive officer of the surviving or acquiring company
for the Fiscal Year Ended December 31, 2024. See Item 18(a)(7) of Form S-4 and
Item 402 of Regulation S-K.
Financial Statements
USA Rare Earth, LLC Financial Statements for the Nine Months Ended September 30, 2024
Notes to the Condensed Condensed Consolidated Financial Statements
Note 13. Mezzanine and Shareholders'/Members' Equity
Class A-1 and A-2 Convertible Preferred Shares/Units, page F-97
Your pro forma disclosures on page 177 appear to contradict disclosures on page F-97
regarding the triggering event that requires redemption of your Class A-2 Convertible
preferred Shares/Units, which are classified as mezzanine on your balance sheet.

You state here that if the merger is not closed within 12 months and the delay is
reasonably deemed to be due to factors within the Company's control , that the holders
of Class A-2 Convertible Preferred Shares/Units have the option to require the
Company to repurchase 100% of such Shares/Units.  However, your pro forma
disclosures on page 177 states that the redemption feature is triggered upon a
contingent event that is not solely within your control .

Please address this disclosure discrepancy and clearly state whether the event that
triggers the redemption feature is or is "not solely" within your control.  In addition, 4.

January 23, 2025
Page 3
provide your analysis under ASC 480-10-S-993-A as to why mezzanine (temporary
equity) classification is appropriate for your Class A-2 Convertible Preferred
Shares/Units.
General
5.We note that Goldman Sachs & Co. LLC provided a resignation letter, or Section
11(b) notice, to the Commission. Please provide a summary of this letter or notice,
including a description of the specific roles from which Goldman Sachs
resigned. Consider if any risk factor disclosure would be appropriate considering this
resignation.
            Please contact Robert Babula at 202-551-3339 or Yong Kim at 202-551-3323 if you
have questions regarding comments on the financial statements and related matters. You may
contact John Coleman at 202-551-3610 for questions regarding the engineering comments.
Please contact Claudia Rios at 202-551-8770 or Kevin Dougherty at 202-551-3271 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Joel Rubinstein, Esq.
Trevor Pinkerton, Esq.