8-K

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): November 18, 2020

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)

Fortress Value Acquisition Corp.

1345 Avenue of the Americas

46th Floor

New York, New York 10105

(Former Name or Former Address, if Changed Since Last Report)

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 MPMC 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 November 18, 2020, MP Materials Corp. issued a press release announcing it will release its third quarter 2020 financial results on Monday, November 23, 2020 and hold a public earnings conference call and webcast on Tuesday, November 24, 2020 at 8:30 A.M. Eastern to review its third quarter 2020 financial results.

The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The list of exhibits is set forth on the Exhibit Index of this Current Report on Form 8-K and is incorporated herein by reference.

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated November 18, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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.

Dated: November 18, 2020	MP Materials Corp.
	By:	/s/ Ryan Corbett
		Ryan Corbett Chief Financial Officer

4

EX-99.1

Exhibit 99.1

MP Materials Announces Timing of Release of Financial Results and Earnings Conference Call

MOUNTAIN PASS, CA – NOVEMBER 18, 2020 – MP Materials Corp. (NYSE: MP) (“MP Materials”), the largest rare earth materials producer in the Western Hemisphere, today announced that it will release financial results for the period ended September 30, 2020, and host its first earnings conference call.

MP Materials expects to file a Form 8-K with the SEC after market close on Monday, November 23, 2020, containing its year-to-date financial results. In conjunction with the 8-K filing, the company will also issue a press release summarizing its third quarter 2020 results.

MP Materials will host a conference call and webcast on Tuesday, November 24, 2020, at 8:30 A.M. Eastern Time, with an accompanying slide presentation, to discuss the financial results. Interested parties can access the 8-K, press release and slide presentation on the investor relations portion of the company website at investors.mpmaterials.com.

Conference Call Details:

Event: MP Materials September 30, 2020, Financial Results Conference Call and Webcast

Date: Tuesday, November 24, 2020

Time: 8:30 a.m. Eastern Time

Live call: (833) 350-1335

International: (236) 389-2432

Audio Replay: (800) 585-8367

Passcode: 5090136

Webcast: investors.mpmaterials.com

The audio replay will be archived through December 8, 2020.

About MP Materials

MP Materials Corp. (NYSE: MP) is the largest producer of rare earth materials in the Western Hemisphere. With over 270 employees, the Company owns and operates Mountain Pass, an iconic American industrial asset, which is the only rare earth mining and processing site of scale in the Western Hemisphere and currently produces approximately 15% of global rare earth content. Separated rare earth elements are critical inputs for the magnets that enable the mobility of electric vehicles, drones, defense systems, wind turbines, robotics and many other high-growth, advanced technologies. MP Materials’ integrated operations at Mountain Pass uniquely combine low production costs with best-in-class environmental standards, thereby restoring American leadership to a critical industry with a strong commitment to sustainability. More information is available at https://mpmaterials.com/.

Contacts

Investors:

Ellipsis

Jeff Majtyka

IR@mpmaterials.com

Media:

Edelman

Jordan Fisher

Jordan.Fisher@edelman.com

XML

Document and Entity Information	Nov. 18, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 18, 2020
Entity Registrant Name	MP Materials Corp. / DE
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39277
Entity Tax Identification Number	84-4465489
Entity Address, Address Line One	6720 Via Austi Parkway
Entity Address, Address Line Two	Suite 450
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89119
City Area Code	702
Local Phone Number	844-6111
Entity Information, Former Legal or Registered Name	Fortress Value Acquisition Corp.
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001801368
Former Address [Member]
Entity Information [Line Items]
Entity Address, Address Line One	1345 Avenue of the Americas
Entity Address, Address Line Two	46th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
Common Class A [Member]
Entity Information [Line Items]
Trading Symbol	MP
Security Exchange Name	NYSE
Title of 12(b) Security	Class A common stock, par value of $0.0001 per share
Warrant [Member]
Entity Information [Line Items]
Trading Symbol	MPWS
Security Exchange Name	NYSE
Title of 12(b) Security	Warrants to purchase MPMC Class A Common Stock