SecProbe.io

CORRESP
 1
 filename1.htm

 USA Rare Earth, Inc.

 100 W Airport Road

 Stillwater, OK 74075

 July 18, 2025

 VIA EDGAR

 Michael Purcell and Kevin Dougherty

 Division of Corporation Finance

 Office of Energy and Transportation

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-3233

 Re:
 USA Rare Earth, Inc.

 Registration Statement on Form S-1

 Filed May 20, 2025, as amended

 File No. 333-287410

 Dear Mr. Purcell and Mr. Dougherty:

 Pursuant to Rule 461 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, USA Rare Earth, Inc. respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m. Eastern Time on
July 21, 2025, or as soon thereafter as practicable.

 Please call Joel Rubinstein
of White & Case LLP at (212) 819-7642 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 By:
 /s/ Joshua Ballard

 Name:
 Joshua Ballard

 Title:
 Chief Executive Officer

 cc: Joel Rubinstein, White & Case LLP

 [ Signature Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

 USA Rare Earth, Inc.

 100 W Airport Road

 Stillwater, OK 74075

 July 1, 2025

 VIA EDGAR

 Michael Purcell and Kevin Dougherty

 Division of Corporation Finance

 Office of Energy and Transportation

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-3233

 Re:
 USA Rare Earth, Inc.

 Registration Statement on Form S-1

 Filed May 20, 2025, as amended

 File No. 333-287411

 Dear Mr. Purcell and Mr. Dougherty:

 Pursuant to Rule 461 of the rules
and regulations promulgated under the Securities Act of 1933, as amended, USA Rare Earth, Inc. respectfully requests 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
July 2, 2025, or as soon thereafter as practicable.

 Please call Joel Rubinstein of
White & Case LLP at (212) 819-7642 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 By:
 /s/ Joshua Ballard

 Name:
 Joshua Ballard

 Title:
 Chief Executive Officer

 cc: Joel Rubinstein, White & Case LLP

 [ Signature Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

 June 16, 2025

 VIA EDGAR

 United States Securities
 and Exchange Commission

 Division of Corporation
 Finance

 Office of Energy &
 Transportation

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Michael Purcell
 and Kevin Dougherty

 Re: USA
 Rare Earth, Inc.

 Registration
Statement on Form S-1

 Filed
May 20, 2025

 File
No. 333-287410

 Dear
Mr. Purcell / Mr. Dougherty:

 On
behalf of USA Rare Earth, Inc. (the " Registrant "), we are writing to submit the Registrant's responses to the
comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Staff ")
contained in the Staff's letter dated June 10, 2025 (the " Comment Letter "), with respect to the above-referenced
Registration Statement on Form S-1, filed on May 20, 2025 (" Registration Statement ").

 The
Registrant has filed via EDGAR Amendment No. 1 to the Registration Statement (" Amendment No. 1 "), which reflects the
Registrant'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 Registrant's response. Capitalized terms used but
not defined herein have the meanings set forth in Amendment No. 1.

 United States Securities and Exchange Commission June 16, 2025

 Registration
Statement on Form S-1 filed May 20, 2025

 General

 1. With
 respect to a portion of the securities being registered on this registration statement, we
 note that you are registering the primary issuance of your common stock upon the exercise
 of outstanding, privately placed warrants. Please provide your analysis as to why you believe
 you are eligible to register the primary issuance of the underlying common stock to private
 placement purchasers as these shares appear to have been offered privately. Alternatively,
 please revise to clarify, if true, that any "primary issuance" of your common
 stock would be exclusively to third parties which did not purchase the privately placed warrants
 from you in prior private placements. For guidance, refer to Securities Act Sections Compliance
 and Disclosure Interpretations 103.04, 134.02 and 239.15.

 Response:
 In response to the Staff's comment, the Registrant acknowledges that the Private Placement
 Warrants were initially offered and sold to the Sponsor by Inflection Point, which was a
 special purpose acquisition company incorporated in the Cayman Islands, in a private placement
 concurrently with Inflection Point's IPO in May 2023. However, in connection with its
 Business Combination which closed in March 2025, the private placement warrants issued by
 Inflection Point in its IPO were exchanged for the Private Placement Warrants of the Registrant,
 a Delaware corporation, pursuant to the Registration Statement on Form S-4 (File No. 333-283181),
 which was originally declared effective by the U.S. Securities and Exchange Commission on
 February 14, 2025 (as amended, the " Prior Registration Statement "), which
 registered the exchange of the Private Placement Warrants (and the Public Warrants) of the
 Registrant (and the underlying shares of Common Stock issuable upon exercise of such Private
 Placement Warrants (and Public Warrants)) for the private placement warrants (and public
 warrants) that had previously been issued by Inflection Point in connection with its IPO.
 The registration was required pursuant to Rule 145(a) promulgated under the Securities Act
 because the Business Combination included the deregistration of Inflection Point under Section
 206 of the Companies Act (as revised) of the Cayman Islands and a domestication under Section
 388 of the DGCL, pursuant to which Inflection Point's jurisdiction of incorporation
 was changed from the Cayman Islands to the State of Delaware (the " Domestication ").
 Securities Act Sections Compliance and Disclosure Interpretations 203.06 sets forth the Staff's
 position that "if a non-U.S. corporation undertakes a merger to incorporate within
 the United States, the migratory transaction is an event of sale that must be registered
 with the Commission or exempt from registration." Because the Domestication represented
 the conversion of a non-U.S. corporation into a U.S. corporation, the exception for change
 of domicile transactions in Rule 145(a)(2) was not applicable and the offer and sale of the
 securities of the Registrant upon conversion of the securities of Inflection Point in connection
 with the Domestication was required to be registered.

 Accordingly,
the Private Placement Warrants and the underlying shares of Common Stock of the Registrant were offered and sold in a registered transaction.
Therefore the Registrant may register the offer and sale of the shares of Common Stock issuable to the Sponsor upon exercise of the Private
Placement Warrants pursuant to the Registration Statement.

 2. We
 note that you are issuing up to 69,850,213 shares of common stock issuable upon the conversion
 of 4,103,472 shares of 12% Series A Cumulative Convertible Preferred Stock, with a current
 conversion price of $7.00 and the conversion price of the Series A Preferred Stock of $1.00.

 ● Note
 No. 2 to your Filing Fee Tables provides that the total number of shares of common stock
 underlying such shares of Series A Preferred Stock is 69,850,213, of which 55,570,752 shares
 were registered on your Registration Statement on Form S-4. Thus, you appear to be newly registering
 14,279,461 shares of common stock, issuable upon the conversion of 4,103,472 shares of Series
 A Preferred Stock.

 Additionally,
you are issuing up to 53,941,176 shares of common stock that are issuable upon the exercise of Preferred Investor Warrants at an exercise
price of $1.00 per share.

 ● Note
 No. 3 to your Filing Fee Tables provides that 4,495,098 of those shares were registered on
 the Registration Statement on Form S-4. Thus, you appear to be newly registering 49,446,078
 shares of common stock issuable by the Company upon the exercise of certain Preferred Investor
 Warrants.

 You
provide that as of May 19, 2025 you have 90,836,776 shares of Common Stock issued and outstanding prior to this offering. Accordingly,
you appear to be registering what would represent approximately 70.2% of the Company's issued and outstanding common stock
as of that date. Please explain if you believe your stockholders approved the issuance of such shares as part of your de-SPAC, or
clarify why you do not believe you are required to receive stockholder approval for the issuance of the aforementioned shares under
Nasdaq Listing Rules. Please also revise to include a risk factor detailing the possible dilutive and market-price impacts of issuing
the shares registered under this registration statement.

 2
 United States Securities and Exchange Commission June 16, 2025

 Response:
In response to the Staff's comment, the Registrant respectfully advises the Staff that shareholder approval was obtained for the
issuance of the shares of Series A Preferred Stock, the Preferred Investor Warrants, the shares of Common Stock issuable upon conversion
of the Series A Preferred Stock and the shares of Common Stock issuable upon the exercise of the Preferred Investor Warrants at the extraordinary
general meeting of the Registrant's predecessor, Inflection Point, held on March 10, 2025 (the " EGM ").

 Proposal
No. 3 presented to Inflection Point's shareholders at the EGM was a proposal to approve, for purposes of complying with the applicable
provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance or potential issuance of, among other securities, shares of Series
A Preferred Stock and Series A Preferred Investor Warrants. As described in detail on pages 139-140 of the definitive proxy statement/prospectus
(which formed a part of the Prior Registration Statement) filed with the U.S. Securities and Exchange Commission on February 18, 2025
(the " Proxy Statement/Prospectus "), the Series A Preferred Stock is convertible into, and the Preferred Investor
Warrants are exercisable for, shares of the Registrant's Common Stock, and each of the Series A Preferred Stock and Preferred Investor
Warrants include price-based anti-dilution provisions, as described on pages 248 and 252 of the Proxy Statement/Prospectus.

 The
form of Series A Preferred Stock Certificate of Designation which was attached as Annex D to the Proxy Statement/Prospectus, and the
form of Preferred Investor Warrant which was attached as Annex F to the Proxy Statement/Prospectus, set forth the full terms of the conversion
or exercise of those securities, as well as the price-based anti-dilution provisions. The description in the Proxy Statement/Prospectus
of the terms of the Series A Preferred Stock and the Preferred Investor Warrants included disclosure advising shareholders that the summary
of the material terms of such securities was not intended to be a complete summary of the rights and preferences of such securities,
and was qualified by reference to Annex D and Annex F.

 Accordingly,
in approving Proposal No. 3, the shareholders approved the issuance of the shares of Series A Preferred Stock and the Preferred Investor
Warrants, as well as the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the shares of Common Stock
issuable upon exercise of the Preferred Investor Warrants, including pursuant to their respective anti-dilution provisions.

 In response to the Staff's comment to include a risk factor
detailing the possible dilutive and market-price impacts of issuing the shares registered under this registration statement, the Registrant
refers the Staff to " Risk Factors-Risks Related to this Offering by Us and the Selling Securityholders-Sales, or
the perception of sales, of our Common Stock, including those registered in this registration statement and those we are registering in
a separate registration statement pursuant to the PIPE Registration Rights Agreement, by us or our existing securityholders could dilute
existing stockholders and cause the market price for our Common Stock to decline " on pages 33-35 of Amendment No. 1 which the
Registrant has revised and expanded.

 3
 United States Securities and Exchange Commission June 16, 2025

 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: Joshua
 Ballard, Chief Executive Officer of USA Rare Earth, Inc and USA Rare Earth, LLC

 4

CORRESP
 1
 filename1.htm

 June 16, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Michael Purcell and Kevin Dougherty

 Re: USA Rare Earth, Inc.

 Registration Statement on Form S-1

 Filed May 20, 2025

 File No. 333-287411

 Dear Mr. Purcell / Mr. Dougherty:

 On behalf of USA Rare Earth,
Inc. (the " Registrant "), we are writing to submit the Registrant's responses to the comments of the staff of
the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Staff ") contained
in the Staff's letter dated June 10, 2025 (the " Comment Letter "), with respect to the above-referenced Registration
Statement on Form S-1, filed on May 20, 2025 (the " Registration Statement ").

 The Registrant has filed via
EDGAR Amendment No. 1 to the Registration Statement (the " Amendment No. 1 "), which reflects the Registrant'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 Registrant's response. Capitalized terms used but not defined herein
have the meanings set forth in Amendment No. 1.

 Registration Statement on Form S-1 filed May
20, 2025

 Risk Factors

 Risks Relates to the Offering by the Selling
Stockholder, page 30

 1. We note your Risk Factor "Sales of a substantial number of our securities in the public market
by the Selling Stockholder..." and request you expand your disclosure to reflect the number of shares being registered for sale/resale
in the Registration Statement on Form S-1 (File No. 333-287410), filed on May 20, 2025, as well as any related risks from the concurrent
offerings.

 Response: In response to the
Staff's comment, the Registrant has revised the disclosure on pages 30-33 of Amendment No. 1.

 General

 2. Please note we cannot take this filing effective until the Required Approval for issuance of more than
20% of the shares of common stock outstanding is obtained.

 Response: The Registrant acknowledges
the Staff's comment.

 United States Securities and Exchange Commission

 June 16, 2025

 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: Joshua Ballard, Chief Executive Officer of USA Rare Earth, Inc
and USA Rare Earth, LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2025

Joshua Ballard
Chief Executive Officer
USA Rare Earth, Inc.
100 W Airport Road
Stillwater, OK 74075

 Re: USA Rare Earth, Inc.
 Registration Statement of Form S-1
 Filed May 20, 2025
 File No. 333-287411
Dear Joshua Ballard:

 We have conducted a limited review of 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-1
Risk Factors
Risks Related to this Offering by the Selling Stockholder, page 30

1. We note your Risk Factor "Sales of a substantial number of our
securities in the
 public market by the Selling Stockholder..." and request you expand your
disclosure to
 reflect the number of shares being registered for sale/resale in the
Registration
 Statement on Form S-1 (File No. 333-287410), filed on May 20, 2025, as
well as any
 related risks from the concurrent offerings.
General

2. Please note we cannot take this filing effective until the Required
Approval for
 issuance of more than 20% of the shares of common stock outstanding is
obtained.
 June 10, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at
202-551-3271
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Joel Rubinstein
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2025

Joshua Ballard
Chief Executive Officer
USA Rare Earth, Inc.
100 W Airport Road
Stillwater, OK 74075

 Re: USA Rare Earth, Inc.
 Registration Statement on Form S-1
 Filed May 20, 2025
 File No. 333-287410
Dear Joshua Ballard:

 We have conducted a limited review of 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-1
General

1. With respect to a portion of the securities being registered on this
registration
 statement, we note that you are registering the primary issuance of your
common
 stock upon the exercise of outstanding, privately placed warrants.
Please provide your
 analysis as to why you believe you are eligible to register the primary
issuance of the
 underlying common stock to private placement purchasers as these shares
appear to
 have been offered privately. Alternatively, please revise to clarify, if
true, that any
 "primary issuance" of your common stock would be exclusively to third
parties which
 did not purchase the privately placed warrants from you in prior private
placements.
 For guidance, refer to Securities Act Sections Compliance and Disclosure
 Interpretations 103.04, 134.02 and 239.15.
 June 10, 2025
Page 2
2. We note that you are issuing up to 69,850,213 shares of common stock
issuable upon
 the conversion of 4,103,472 shares of 12% Series A Cumulative
Convertible Preferred
 Stock, with a current conversion price of $7.00 and the conversion price
of the Series
 A Preferred Stock of $1.00.
 Note No. 2 to your Filing Fee Tables provides that the total number
of shares of
 common stock underlying such shares of Series A Preferred Stock is
69,850,213,
 of which 55,570,752 shares were registered on your Registration
Statement on
 Form S-4. Thus, you appear to be newly registering 14,279,461 shares
of common
 stock, issuable upon the conversion of 4,103,472 shares of Series A
Preferred
 Stock.

 Additionally, you are issuing up to 53,941,176 shares of common stock
that are
 issuable upon the exercise of Preferred Investor Warrants at an exercise
price of $1.00
 per share.
 Note No. 3 to your Filing Fee Tables provides that 4,495,098 of
those shares were
 registered on the Registration Statement on Form S-4. Thus, you
appear to be
 newly registering 49,446,078 shares of common stock issuable by the
Company
 upon the exercise of certain Preferred Investor Warrants.

 You provide that as of May 19, 2025 you have 90,836,776 shares of Common
Stock
 issued and outstanding prior to this offering. Accordingly, you appear
to be registering
 what would represent approximately 70.2% of the Company's issued and
outstanding
 common stock as of that date. Please explain if you believe your
stockholders
 approved the issuance of such shares as part of your de-SPAC, or clarify
why you do
 not believe you are required to receive stockholder approval for the
issuance of the
 aforementioned shares under Nasdaq Listing Rules. Please also revise to
include a risk
 factor detailing the possible dilutive and market-price impacts of
issuing the shares
 registered under this registration statement.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at
202-551-3271
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April 21, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Liz Packebusch and Daniel Morris

 Re: USA Rare Earth, Inc.

 Post-Effective Amendment No. 1 to Registration
Statement on Form S-4

 Filed March 24, 2025

 File No. 333-283181

 Dear Ms. Packebusch / Mr. Morris:

 On behalf of USA Rare Earth,
Inc. (the “ New USARE ”) and USA Rare Earth, LLC (“ USARE OpCo ,” and together with New USARE, the “ Co-Registrants ”),
we are writing to submit the Co-Registrants' responses to the comments of the staff of the Division of Corporation Finance of the
United States Securities and Exchange Commission (the “ Staff ”) contained in the Staff’s letter dated April 8,
2025 (the “ Comment Letter ”), with respect to the above-referenced Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4, filed on March 24, 2025 (“ Post-Effective Amendment No.1 ”).

 The Co-Registrants'
have filed via EDGAR Post-Effective Amendment No. 2 to the Registration Statement (“ Post-Effective Amendment No. 2 ”),
which reflects the Co-Registrants’ 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 Co-Registrants’ response.
Capitalized terms used but not defined herein have the meanings set forth in Post-Effective Amendment No. 2.

 Post-Effective Amendment No. 1 to Registration
Statement on Form S-4 filed March 24, 2025

 Exhibits

 1. Please obtain and file an updated legality opinion that
opines as to the securities of the successor Delaware corporation, USA Rare Earth, Inc. or New USARE. Refer generally to Securities
Act Rule 414(d).

 Response: In response to the
Staff’s comment, New USARE has obtained and filed an updated legality opinion that opines as to the securities of New USARE with
Post-Effective Amendment No. 2.

 United States Securities and Exchange Commission

 April 21, 2025

 General

 2. Please update your registration statement to include audited
financial statements for the fiscal year ended December 31, 2024 and revise your disclosure to reflect any material changes.

 Response: In response to the
Staff’s comment, the Co-Registrants' have revised the registration statement to include their respective audited financial statements for
the fiscal year ended December 31, 2024 and to set forth additional information to reflect the Domestication and other material changes
made in connection with or resulting from the succession, the closing of the Business Combination and as necessary to keep the Registration
Statement from being misleading in any material respect.

 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: Joshua Ballard, Chief Executive Officer of USA Rare Earth,
Inc and USA Rare Earth, LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 8, 2025

Joshua Ballard
Chief Executive Officer
USA Rare Earth, Inc.
100 W Airport Road
Stillwater, OK 74075

Joshua Ballard
Chief Executive Officer
USA Rare Earth, LLC
100 W Airport Road
Stillwater, Oklahoma 74075

 Re: USA Rare Earth, Inc.
 Post-Effective Amendment No. 1 to Registration Statement on Form S-4
 Filed March 24, 2025
 File No. 333-283181
Dear Joshua Ballard and Joshua Ballard:

 We have reviewed your post-effective amendment 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.

Post-Effective Amendment No. 1 to Registration Statement on Form S-4 filed
March 24,
2025
Exhibits

1. Please obtain and file an updated legality opinion that opines as to the
securities of the
 successor Delaware corporation, USA Rare Earth, Inc. or New USARE. Refer
 generally to Securities Act Rule 414(d).
 April 8, 2025
Page 2

General

2. Please update your registration statement to include audited financial
statements for
 the fiscal year ended December 31, 2024 and revise your disclosure to
reflect any
 material changes.
 April 8, 2025
Page 3

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Liz Packebusch at 202-551-8749 or Daniel Morris at
202-551-3314
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Inflection Point Acquisition
    Corp. II

    167 Madison Avenue, Suite
    205 #1017

    New York, New York 10016

    USA Rare Earth, LLC

    100 W Airport Road,

    Stillwater, Oklahoma 74075

February 14, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street NE

Washington, D.C. 20549

    Re:

    Inflection Point Acquisition Corp. II

    USA Rare Earth, LLC

    Amendment No. 3 to Registration Statement on Form S-4

    Filed February 13, 2025

    File No. 333-283181

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the
Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Inflection Point Acquisition Corp. II
and USA Rare Earth, LLC hereby respectfully requests that the effective date of the above-captioned Registration Statement on Form
S-4, as amended (the “Registration Statement”) be accelerated to, and that the Registration Statement be declared
effective at 4:00 p.m., prevailing Eastern Time, on February 14, 2025, or as soon as practicable thereafter.

Please contact Joel Rubinstein (email: joel.rubinstein@whitecase.com
or telephone: (212) 819-7642) or Russell Deutsch (email: russell.deutsch@whitecase.com or telephone: (212) 819-7817) of White &
Case LLP or Trevor G. Pinkerton (email: tpinkerton@kslaw.com or telephone: (713) 276-7329) of King & Spalding LLP with any questions
and please notify one or more of them when this request for acceleration has been granted.

Very truly yours,

    USA Rare Earth, LLC

    Inflection Point Acquisition Corp. II

    By:
    /s/ Joshua Ballard

    By:
    /s/ Michael Blitzer

    Name:
    Joshua Ballard

    Name:
    Michael Blitzer

    Title:
    Chief Executive Officer and Manager

    Title:
    Chairman and Chief Executive Officer

    cc:
    Joel Rubinstein, White & Case LLP

    Russell Deutsch, White & Case LLP

    Trevor G. Pinkerton, Esq., King & Spalding LLP

    Timothy P. FitzSimons, Esq., King & Spalding LLP

CORRESP
1
filename1.htm

February 4, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

 Attn: Claudia Rios and Kevin Dougherty

 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 Ms. Rios / Mr. Dougherty:

On behalf of Inflection
Point Acquisition Corp. II, a Cayman Islands exempted company (the “Inflection Point”) and USA Rare Earth, LLC, a
Delaware corporation (the “USARE” and together with Inflection Point, the “Co-Registrants”),
we are writing to submit Inflection Point and USARE’s responses to the comments of the staff of the Division of Corporation
Finance of the United States Securities and Exchange Commission (the “Staff”) contained in the Staff’s
letter dated January 23, 2025 (the “Comment Letter”), with respect to the above-referenced Amendment No. 1 to the
Registration Statement on Form S-4, filed on January 6, 2025 ( “Amendment No.1”).

The Co-Registrants have filed
via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which reflects the Co-Registrants’
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 Co-Registrants’ response. All page references in the responses set
forth below refer to page numbers in Amendment No. 2. Capitalized terms used but not defined herein have the meanings set forth in Amendment
No. 2.

Amendment No. 1 to Registration Statement on
Form S-4 filed January 6, 2025

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.

Response: In response to the
Staff’s comment, the Co-Registrants have revised the disclosure on page 222 of Amendment No. 2.

United States Securities and Exchange Commission

February 4, 2025

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.

Response: In response to the
Staff’s comment, the Co-Registrants have revised the disclosure on pages 258 and 260 of Amendment No. 2.

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.

Response: In response to the
Staff’s comment, the Co-Registrants have revised the disclosure beginning on page 265 and 266 of Amendment No. 2.

Financial Statements

USA Rare Earth, LLC Financial Statements for the Nine Months Ended
September 30, 2024

Notes to the Condensed Consolidated Financial Statements

Note 13. Mezzanine and Shareholders’/Members’ Equity

Class A-1 and A-2 Convertible Preferred Shares/Units, page F-97

 4. 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,
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.

Response: In response to the
Staff’s comment, the Co-Registrants have revised the disclosures on pages 181, 182 and F-98 of Amendment No. 2. Additionally,
refer to the Co-Registrants’ analysis, below, under ASC 480-10-S99-3A as to why mezzanine (temporary equity) classification is appropriate
for the Class A-2 convertible preferred units of USARE (the “Class A-2 Convertible Preferred Units”):

Due to the holder’s ability
to exercise the option to require USARE to redeem for cash all or any portion of such holder’s shares in the event the
Business Combination does not close within 12 months of the Business Combination Agreement date and the delay is reasonably deemed
to be due to factors within USARE’s control, there is the potential for a scenario where the holder is able to redeem for cash
all or any portion of such holder’s shares, resulting in the financial instrument not meeting the criteria for classification
as  permanent equity.

    2

United States Securities and Exchange Commission

February 4, 2025

For SEC registrants, ASC 480-10-S99
requires preferred stock redeemable for cash or other assets to be classified outside of permanent equity (in the “mezzanine”
equity or “temporary” equity section), if it is redeemable:

 1. At a fixed or determinable price on a fixed or determinable date;

 2. At the option of the shareholder;

 3. Upon the occurrence of an event that is not solely within the control of the reporting entity.

Securities with redemption features
that are solely in control of the issuer should be classified as permanent equity. Additionally, all events that may trigger redemption
should be evaluated separately. As a result, USARE analyzed each of the characteristics above separately to determine whether the stock
shall be classified as permanent or mezzanine equity.

As the Class A-2 Convertible Preferred
Units do contain a redemption feature, management assessed ASC 480-10-S99 as follows:

 1. At a fixed or determinable price on a fixed or determinable date;

 Management’s
                                                                                               Analysis: Upon review of the terms of the Class A-2 Convertible Preferred Units, each holder of shares of the Class A-2
                                                                                               Convertible Preferred Units has the right, at such holder’s option, to require USARE to redeem for cash all or any portion of
                                                                                               such holder’s shares in the event the Business Combination does not close within 12 months of the Business Combination
                                                                                               Agreement date and the delay is reasonably deemed to be due to factors within USARE’s control (Letter pursuant to the Company
                                                                                               Letter Agreement). Accordingly, the shares are not redeemable on a fixed date as the redemption date may not occur if USARE closes
                                                                                               the Business Combination within 12 months. Therefore, this criterion is not met.

 2. At the option of the shareholder;

Management’s Analysis:
The Class A-2 Convertible Preferred Units are redeemable at the option of the holder upon a contingent event. As the redemption at the
option of the holder is triggered by a contingent event, management assessed the third criterion below to determine if the event is solely
within the control of USARE.

    3

United States Securities and Exchange Commission

February 4, 2025

 3. Upon the occurrence of an event that is not solely within the control of the reporting entity.

 Management’s Analysis:
As noted above, the Class A-2 Convertible Preferred Units are redeemable at the option of the holder only in the event the Business Combination
does not close within 12 months of the Business Combination Agreement date and the delay is reasonably deemed to be due to factors within
USARE’s control. Accordingly, management assessed whether the event is solely within the control of USARE.

Management notes that the Class A-2 Convertible Preferred Units were determined by management to be classified as temporary equity in
accordance with ASC 480-10-S99-3A, Distinguishing Liabilities from Equity, because the redemption feature of such shares is not solely
within the control of USARE since, among other things, the option to exercise the redemption right is held by the shareholder and not
USARE and the factors that would be “reasonably deemed” to be within USARE’s control cannot be known at this time. As
management believes the redemption feature is not solely within the control of USARE, this criterion is met.

Management notes that the third
criterion above has been met. As shares cannot be classified within permanent equity if one or more of the above criteria are met,
the Class A-2 Convertible Preferred Units have been classified in temporary equity (mezzanine equity) in accordance with ASC
480-10-S99. ASC 480-10-S99-3A states that stock classified in temporary equity should be initially measured at its fair value on the
date of issuance.

    4

United States Securities and Exchange Commission

February 4, 2025

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.

Response: In response
to the Staff’s comment, the Co-Registrants respectfully inform the Staff that on January 6, 2025, Goldman Sachs provided such letter
to Inflection Point, stating that, as of October 23, 2024, Goldman Sachs had resigned and ceased to act as financial advisor to USARE
and any related capacity or role, and will not act in any other capacity or role with or for USARE, Inflection Point, any affiliate of
either USARE or Inflection Point (each, an “Affiliate”), or any entity formed or caused to be formed by USARE, Inflection
Point, or any Affiliate (each, a “Formed Entity”), in each case, in connection with the proposed business combination
of USARE and Inflection Point, and that Goldman Sachs will not be responsible for any part of any registration statement that Inflection
Point, USARE, an Affiliate, or a Formed Entity may file in connection with a potential business combination transaction, including any
amendments thereto or documents incorporated therein. It also stated that the letter is not an admission that Goldman Sachs is an underwriter,
as that term is defined in Section 2(a)(11) of the Securities Act of 1933. On October 23, 2024, Goldman Sachs sent a letter to USARE
to the same effect. Respectfully, we have not added a risk factor in connection with Goldman Sach’s resignation, as Goldman Sachs
did not perform services for USARE in connection with the Business Combination

Please do not hesitate
to contact Joel Rubinstein at (212) 819-7642 of White & Case LLP or Trevor G. Pinkerton at (713) 276-7329 of King & Spalding 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

    Joshua Ballard, USA Rare Earth, LLC

    Trevor G. Pinkerton, Esq., King & Spalding LLP

    Timothy P. FitzSimons, Esq., King & Spalding LLP

    5

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.

200WestStree!/NewYork.NY10282-2198
2129021000
January6,2025
U,S.SecuritiesandExchangeCommission
OfficeoftheSecretary
100FStreet,N.E.
Washington,D.C.20549
RE:USARareEarth.LL.C
LadiesandGentlemen:RECEIV":l·-dJAN142025
OFFICEOFTHESECPY(Goldman
Sachs
GoldmanSachs&Co.LLC("GoldmanSachs")herebysubmitstheenclosedresignationletter
(the"ResignationLetter).TheResignationLetterwaspreviouslydeliveredtoUSARare
Earth.LAC(the"Target)toinformtheTargetthatGoldmanSachshasresignedandceasedto
actasfinancialadvisorandanyrelatedcapacity,relationshiporroleinconnectionwiththe
proposedbusinesscombinationofInflectionPointAcquistionCorp.II(the"Company")and
Target,andthatGoldmanSachswillnotberesponsibleforanypartoftheCompany's
RegistrationStatementonFormS-4(FileNo.333-283181).includinganyamendmentsthereto
ordocumentsincorporatedtherein(the"RegistrationStatement").GoldmanSachshasalso
notifiedtheCompanyabouttheforegoing.
ThisletterisbeingfurnishedtotheU.S.SecuritiesandExchangeCommission(the
"Commission")inaccordancewithSectionI(b)(I)oftheSecuritiesActof1933,asamended.
tonotifytheCommissionthatGoldmanSachswillnotberesponsibleforthecontentsofthe
RegistrationStatement.
Ifyoushouldhaveanyquestionsregardingthesematters,pleasecontacttheundersignedby
phoneat(212)902-4012orbyemailatdaniel.young@gs.com.
SecuritiesandInvestmentServicesProvidedbyGoldmanSachs&Co.LLC

CORRESP
1
filename1.htm

  January
3, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

 Attn: Claudia
                                            Rios and Kevin Dougherty

 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
Ms. Rios / Mr. Dougherty:

On behalf of Inflection Point
Acquisition Corp. II, a Cayman Islands exempted company (“Inflection Point”), and USA Rare Earth, LLC, a Delaware corporation
(the “USARE” and together with Inflection Point, the “Co-Registrants”), we are writing to submit
Inflection Point’s and USARE’s responses to the comments of the staff of the Division of Corporation Finance of the United
States Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated December 11, 2024
(the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-4, filed on November
12, 2024 (the “Registration Statement”).

The
Co-Registrants have filed via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which reflects
the Co-Registrants’ 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 Co-Registrants’ response. All page references
in the responses set forth below refer to page numbers in Amendment No. 1. Capitalized terms used but not defined herein have the meanings
set forth in Amendment No. 1.

    United States Securities and Exchange Commission

    January 3, 2025

Form
S-4 filed November 12, 2024

Summary
of the Proxy Statement/Prospectus

Business
Combination Agreement Consideration, page 3

 1. 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 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.

Response: The Co-Registrants
acknowledge the Staff’s comment and respectfully advise the Staff that the Series A Preferred Stock will have the right to vote
on an as-converted to common stock basis taking into account any applicable anti-dilution or other downward adjustments. Therefore, the
conversion of Series A Preferred Stock into New USARE Common Stock would not result in a change in voting power or a change of control
of New USARE.

The Co-Registrants estimate that no
more than 3,759,804 shares of New USARE Common Stock will be issuable upon exercise of Series A Preferred Investor Warrants, representing
at most 4.3% - 4.5% dilution in the No Additional Redemptions and the Maximum Additional Redemptions scenarios, respectively. The anti-dilution
and other downward adjustments applicable to the Series A Preferred Investor Warrants reduce the exercise price, but do not increase the
number of shares of New USARE Common Stock that may be issued upon exercise of the Series A Preferred Investor Warrants and therefore
do not have the effect of increasing the total voting control that may be obtained by exercise of the Series A Preferred Investor Warrants.

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.

Response: In
response to the Staff’s comment, the Co-Registrants have added disclosure related to the currently intended use of proceeds from
the Class A Convertible Preferred Investment and the Series A Preferred Stock Investment on pages 6, 97, and 99 of Amendment No. 1.

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.

Response: In response to
the Staff’s comment, the Co-Registrants have added disclosure relating to the Blitzer Class A SPA on pages 14, 31, and 117 of Amendment
No. 1.

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.

Response: In response to
the Staff’s comment, the Co-Registrants have revised the disclosure on page 95 of Amendment No. 1 to clarify that they estimate
that holders of an aggregate of 49,833,061 shares of New USARE Common Stock and 6,000,000 New USARE Warrants will be entitled to registration
rights immediately following Closing.

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).

Response: In
response to the Staff’s comment, the Co-Registrants have revised the disclosure on page 113 of Amendment No. 1.

    2

    United States Securities and Exchange Commission

    January 3, 2025

 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.

Response: In response to
the Staff’s comment, the Co-Registrants have revised the disclosure on pages 101, 103, and 109 of Amendment No. 1.

 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.

Response: In
response to the Staff’s comment, the Co-Registrants have revised the disclosure on pages 105 and 106 of Amendment No. 1.

 8. 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 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.

Response: In response to
the Staff’s comment, the Co-Registrants have revised the disclosure on pages 101 and 104 of Amendment No. 1.

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.

Response: In
response to the Staff’s comment, the Co-Registrants have added the disclosure on page 111 of Amendment No. 1.

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.

Response: In
response to the Staff’s comment, the Co-Registrants have revised the disclosure on page 110 of Amendment No. 1.

    3

    United States Securities and Exchange Commission

    January 3, 2025

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.

Response: In
response to the Staff’s comment, the Co-Registrants have revised the disclosure on pages 106 and 121 through 125 of Amendment No.
1.

 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.

Response: In
response to the Staff’s comment, the Co-Registrants have revised the disclosure on page 121 of Amendment No. 1 to specify that
the Projections were provided to the board of directors of Inflection Point as part of their evaluation of the Business Combination,
but not for the purpose of supporting any person in rendering an opinion that materially related to the Business
Combination.

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 a

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
Page 3
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
Page 4
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.

December 11, 2024
Page 5
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
Page 6
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.

December 11, 2024
Page 7
ability to complete your initial business combination. For instance, discuss the risk to
investors that

CORRESP
1
filename1.htm

Inflection Point Acquisition Corp. II

167 Madison Avenue Suite 205 #1017

New York, New York 10016

May 22, 2023

VIA EDGAR

Ronald E. Alper

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3233

    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 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, Inflection Point Acquisition Corp. II respectfully requests
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.

Please call Joel Rubinstein
of White & Case LLP at (212) 819-7642 to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

    Very truly yours,

    By:
    /s/ Michael Blitzer

    Name:
    Michael Blitzer

    Title:
    Chairman and Chief Executive Officer

    cc: Joel Rubinstein, White & Case LLP

[Signature Page to Acceleration Request]

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]

CORRESP
1
filename1.htm

    May 19, 2023

    White & Case LLP

    VIA EDGAR
    1221 Avenue of the Americas

    New York, NY 10020-1095

    United States Securities and Exchange Commission
    T +1 212 819 8200

    Division of Corporation Finance

    Office of Real Estate & Construction
    whitecase.com

    100 F Street NE

    Washington, D.C. 20549

Attn: Paul Cline

Isaac Esquivel

Ronald E. Alper

Pam Howell

Re: Inflection Point Acquisition Corp. II

Amendment No. 1 to Registration Statement on Form S-1

Filed May 9, 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 first amended registration statement on Form S-1 filed on May 9, 2023 (the
“Registration Statement”), contained in the Staff’s letter dated May 18, 2023 (the “Comment Letter”).

The Company has filed via
EDGAR its second amended Registration Statement on Form S-1 (the “Second 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 Second Amended Registration Statement. Capitalized terms used but not defined herein have
the meanings set forth in the Second Amended Registration Statement.

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.

Response: In response to the
Staff’s comment, the Company has revised pages 3 and 93 of the Registration Statement to disclose LUNR’s most recent available
stock price.

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.

Response: In response to the
Staff’s comment, the Company has revised page 76 of the Registration Statement.

* * *

United
States Securities and Exchange Commission

May 19, 2023

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

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

CORRESP
1
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.

    2

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

3

United States securities and exchange commission logo
May 1, 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
Registration Statement on Form S-1
Filed April 5, 2023
File No. 333-271128
Dear Michael Blitzer:
            We have reviewed your 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.
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.
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.

 FirstName LastNameMichael Blitzer
 Comapany NameInflection Point Acquisition Corp. II
 May 1, 2023 Page 2
 FirstName LastName
Michael Blitzer
Inflection Point Acquisition Corp. II
May 1, 2023
Page 2
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 Inflation 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.
Executive Compensation, page 122
4.We note the disclosure 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 clearly 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.

 FirstName LastNameMichael Blitzer
 Comapany NameInflection Point Acquisition Corp. II
 May 1, 2023 Page 3
 FirstName LastName
Michael Blitzer
Inflection Point Acquisition Corp. II
May 1, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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