Form 8-K

Dated: March 22, 2021

MP MATERIALS CORP.

/s/ Ryan Corbett

Ryan Corbett

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 22, 2021

MP MATERIALS CORP.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-39277

84-4465489

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6720 Via Austi Parkway, Suite 450

Las Vegas, Nevada

89119

(Address of principal executive offices)

(Zip Code)

(702) 844-6111

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value of $0.0001 per share	MP	New York Stock Exchange
Warrants to purchase Class A Common Stock	MPWS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On March 22, 2021, MP Materials Corp. (the “Company”) issued a press release made pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing the commencement of a private offering, subject to market and other conditions, of $500 million aggregate principal amount of its Convertible Senior Notes due 2026 (the “notes”). The Company also expects to grant the initial purchasers of the notes an option to purchase, exercisable within a 30-day period immediately following the pricing date of the notes offering, up to an additional $75 million aggregate principal amount of the notes. The notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The full text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Concurrently with the commencement of the notes offering on March 22, 2021, the Company also announced the commencement of an underwritten secondary public offering, subject to market and other conditions, by certain existing stockholders of the Company of 8.0 million shares of their Company common stock and a 30-day option granted to the underwriters to purchase up to an additional 1.2 million shares of common stock from such existing stockholders solely to cover over-allotments. The Company has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (“SEC”) for the offering, and the offering is being made only by means of such prospectus supplement and accompanying base prospectus, which together form part of the Company’s effective shelf registration statement on Form S-1 (File No. 333-251239).

This report shall not constitute an offer to sell or the solicitation of an offer to buy the notes, shares of Company common stock or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


99.1		Press release issued on March 22, 2021 by MP Materials Corp. regarding notes offering

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by MP Materials Corp.