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

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
 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.
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
 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.
16.    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
 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.
27.    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
 December 11, 2024
Page 7

      ability to complete your initial business combination. For instance,
discuss the risk to
      investors that you may not be able to complete an initial business
combination with a
      U.S. target company should the transaction be subject to review by a U.S.
government
      entity, such as the Committee on Foreign Investment in the United States
(CFIUS), or
      ultimately prohibited. Disclose that as a result, the pool of potential
targets with which
      you could complete an initial business combination may be limited.
Further, disclose
      that the time necessary for government review of the transaction or a
decision to
      prohibit the transaction could prevent you from completing an initial
business
      combination and require you to liquidate. Disclose the consequences of
liquidation to
      investors, such as the losses of the investment opportunity in a target
company, any
      price appreciation in the combined company, and the warrants, which would
expire
      worthless.
28.   Please revise to address the results of your November 18, 2024 special
meeting, as
      well to discuss the non-redemption agreements you entered into with
various third
      parties before this meeting. Disclose any impact such non-redemption
agreements
      prepayment amounts and maturity consideration will have on cash held in
the trust
      account and/or your sources and uses for funding the Business
Combination, and the
      ownership of New USARE and potential dilution for non-redeeming
shareholders
      from the potential forward purchase transactions.
29.   We note an investor presentation filed as Exhibit 99.2 to your Form 8-K
filed on
      August 22, 2024. In such presentation, you have disclosed estimates of
mineralization
      including rare earth minerals and lithium on slide 12. Please revise to
remove these
      estimates until you have resources or reserves prepared under the
definitions and
      requirements of S-K 1300.
 December 11, 2024
Page 8

        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 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.