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Correspondence 0001213900-23-042079 from USA Rare Earth, Inc. (USAR)

USA Rare Earth, Inc.
Date: May 22, 2023 · CIK: 0001970622 · Accession: 0001213900-23-042079

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File numbers found in text: 333-271128

Date
May 22, 2023
Author
CANTOR FITZGERALD & CO.
Form
CORRESP
Company
USA Rare Earth, Inc.

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Ronald E. Alper Registration Statement on Form S-1 Filed April 5, 2023, as amended File No. 333-271128

Re: Inflection Point Acquisition Corp. II

Dear Mr. Alper:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Inflection Point Acquisition Corp. II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on May 24, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

Very truly yours,
CANTOR FITZGERALD & CO.

Show Raw Text
CORRESP
1
filename1.htm

May 22, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Ronald E. Alper

 Re: Inflection Point Acquisition Corp. II

Registration Statement on Form S-1

Filed April 5, 2023, as amended

File No. 333-271128

Dear Mr. Alper:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Act”), the undersigned hereby joins in the request of Inflection Point Acquisition Corp. II that the
effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern
Time on May 24, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

    Very truly yours,

    CANTOR FITZGERALD & CO.

    By:
    /s/ David batalion

    Name:
    David Batalion

    Title:
    Managing Director, Investment Banking

[Signature Page to UW Acceleration Request]