SecProbe.io

CORRESP
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filename1.htm

  May
8, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100
F Street NE

Washington, D.C. 20549

 Attn: Paul
                                            Cline

                                            Isaac Esquivel

                                            Ronald E. Alper

                                            Pam Howell

 Re: Inflection
                                            Point Acquisition Corp. II

                                            Registration Statement on Form S-1

                                            Filed April 5, 2023

                                            File No. 333-271128

Ladies
and Gentlemen:

On
behalf of our client, Inflection Point Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), we are writing
to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities
and Exchange Commission (the “Staff”) with respect to the above-referenced registration statement on Form S-1 filed on April
5, 2023 (the “Registration Statement”), contained in the Staff’s letter dated May 1, 2023 (the “Comment Letter”).

The
Company has filed via EDGAR its first amended Registration Statement on Form S-1 (the “First Amended Registration Statement”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference,
each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references
in the responses set forth below refer to page numbers in the First Amended Registration Statement. Capitalized terms used but not defined
herein have the meanings set forth in the First Amended Registration Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised pages 24, 106, 115 and 138 of the Registration Statement to disclose that shareholders
will be permitted to redeem their shares if they do not vote or abstain from voting in connection with any proposed transaction.

United States Securities and Exchange Commission

May 8, 2023

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.

Response:
In response to the Staff’s comment, the Company has revised pages 2 and 92 of the Registration Statement to disclose the amount
and percent of the public shareholders that redeemed their shares when discussing the initial business combination of IPAX.

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 Inflection 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.

Response:
In response to the Staff’s comment, the Company has revised pages 75 and 76 of the Registration Statement to include a new risk
factor describing the potential material effect on our shareholders of the stock buyback excise tax enacted as part of the Inflation
Reduction Act in August 2022.

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United States Securities and Exchange Commission

May 8, 2023

Interests
of Certain Persons in the Business Combination, page 26

 4. We
                                            note 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 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.

Response:
In response to the Staff’s comment, the Company has revised pages 28, 29, 81, 88, 101, 124, 130, 134 and F-14 of the
Registration Statement to disclose the material terms of the services agreement with Peter Ondishin. In addition, the Company has
filed the services agreement as exhibits to the Registration Statement.

The
Company advises the Staff that Kevin Shannon is not an executive officer as that term is defined in the Securities Act of 1933, as amended
(the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the rules
promulgated thereunder. Rule 405 promulgated under the Securities Act and Rule 3b-7 promulgated under the Exchange Act each provide that
the term executive officer, when used with reference to a registrant, “means its president, any vice president of the registrant
in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs
a policy making function or any other person who performs similar policy making function[s] for the registrant.”

As
Chief of Staff, Mr. Shannon reports to Michael Blitzer, who as chief executive officer, acts in a function equivalent to that of a president,
and Peter Ondishin, the chief financial officer. Mr. Shannon is not in charge of any principal unit, division or function and he does
not perform any policy making function for the Company. Mr. Shannon’s role as Chief of Staff is to (i) provide support to Mr. Blitzer
and Mr. Ondishin, (ii) coordinate and communicate with and among Mr. Blitzer, Mr. Ondishin, the board of directors, the Company’s
advisors, service providers and auditor and (iii) following the closing of the initial public offering, assist in analysis of potential
target businesses and facilitate discussions and negotiations with potential target businesses by Mr. Blitzer and Mr. Ondishin. Notably,
Mr. Shannon does not have authority to sign on behalf of or bind the Company.

*
* *

Please
do not hesitate to contact Joel Rubinstein at (212) 819-7642 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

/s/
White & Case LLP

White
& Case LLP

 cc: Michael
Blitzer, Inflection Point Acquisition Corp. II

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