MP Materials Corp S-1/A, filed Dec 22, 2020
MP Materials Corp. (MP)
As filed with the Securities and Exchange Commission on December 22, 2020
Registration No. 333-251239
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MP MATERIALS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 1000 | 84-4465489 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
6720 Via Austi Parkway, Suite 450
Las Vegas, Nevada 89119
(702) 844-6111
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Sheila Bangalore
General Counsel and Chief Strategy Officer
6720 Via Austi Parkway, Suite 450
Las Vegas, Nevada 89119
(702) 844-6111
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Sidley Austin LLP
787 7th Avenue
New York, New York 10019
Attention: Daniel A. O’Shea
Michael P. Heinz
Tel: (212) 839-5900
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☒
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of MP Materials Corp. (File No. 333-251239) (the “Registration Statement”) is being filed solely for the purpose of filing the eXtensible Business Reporting Language (XBRL) exhibits as indicated in Part II, Item 16 of this Amendment. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16, the signature pages to this Amendment and the filed exhibits. Part I, consisting of the preliminary prospectus, and the balance of Part II of the Registration Statement are unchanged and have been omitted from this Amendment.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules |
(a) Exhibits: The list of exhibits is set forth in the Exhibit Index below:
EXHIBIT INDEX
II-1
101. INS XBRL Instance Document**
101. SCH XBRL Taxonomy Extension Schema Document**
101. CAL XBRL Taxonomy Extension Calculation Linkbase Document**
101. DEF XBRL Taxonomy Extension Definition Linkbase Document**
101. LAB XBRL Taxonomy Extension Label Linkbase Document**
101. PRE XBRL Taxonomy Extension Presentation Linkbase Document**
| * | Previously filed. |
| ** | Filed herewith. |
| + | Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item (601)(b)(10). |
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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on December 22, 2020.
| MP MATERIALS CORP. | ||
| By: | /s/ James H. Litinsky | |
| James H. Litinsky | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ James H. Litinsky James H. Litinsky |
Chief Executive Officer (principal executive officer) | December 22, 2020 | ||
| /s/ Ryan Corbett Ryan Corbett |
Chief Financial Officer (principal financial and accounting officer) | December 22, 2020 | ||
| * Gen. Richard B. Myers |
Director | December 22, 2020 | ||
| * Andrew A. McKnight |
Director | December 22, 2020 | ||
| * Daniel Gold |
Director | December 22, 2020 | ||
| * Randall Weisenburger |
Director | December 22, 2020 | ||
| * Maryanne R. Lavan |
Director | December 22, 2020 | ||
| * Connie K. Duckworth |
Director | December 22, 2020 | ||
| By: | /s/ Ryan Corbett | |
| Ryan Corbett as Attorney-in-Fact | ||
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