Sec Form 13D Filing - JHL Capital Group LLC filing for MP Materials Corp. (MP) - 2022-08-10

UNITED STATES

MP Materials Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

553368101

(CUSIP Number)

James H. Litinsky c/o JHL Capital Group LLC 1500 N. Halsted Suite 200 Chicago, IL 60642 (312) 628-7350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 8, 2022

1	NAMES OF REPORTING PERSONS
	JHL Capital Group Holdings Two LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			25,571,436
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			25,571,436
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	25,571,436
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	JHL Capital Group Master Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			34,174,847
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			34,174,847
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	34,174,847
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, HC

1	NAMES OF REPORTING PERSONS
	JHL Capital Group Master Fund GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			34,174,847
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPO SITIVE POWER
			34,174,847
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	34,174,847
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO, HC

1	NAMES OF REPORTING PERSONS
	JHL Capital Group L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			34,177,064
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			34,177,064
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	34,177,064
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, HC

< div style="text-indent: 72pt;color: #000000;font-style: italic">Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:

(a, b) As of the date hereof, Mr. Litinsky may be deemed to beneficially own 51,001,837 shares of Common Stock, representing approximately 28.7% of the shares of Common Stock outstanding. This amount consists of: (i) 2,217 shares of Common Stock held directly by JHL Capital Group, representing approximately 0.001% of the shares of Common Stock outstanding; (ii) 8,603,411  shares of Common Stock held directly by JHL Group Holdings One, representing approximately 4.8% of the shares of Common Stock outstanding; (iii) 25,571,436 shares of Common Stock held directly by JHL Group Holdings Two, representing approximately 14.4% of the shares of Common Stock outstanding; (iv) 16,024,773 shares of Common Stock held in the Revocable Trust, representing approximately 9.0% of the shares of Common Stock outstanding, and (v) 800,000 restricted stock units (“RSUs”) granted to Mr. Litinsky that vest in four annual installments beginning on November 18, 2022, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock.

As the 100% owner of each of JHL Group Holdings One and JHL Group Holdings Two, Master Fund may be deemed to beneficially own 34,174,847 shares of Common Stock, representing approximately 19.2% of the shares of Common Stock outstanding. This amount consists of (i) 8,603,411 shares of Common Stock held directly by JHL Group Holdings One, representing approximately 4.8% of the shares of Common Stock outstanding and (ii) 25,571,436 shares of Common Stock held directly by JHL Group Holdings Two, representing approximately 14.4% of the shares of Common Stock outstanding. As the general partner of Master Fund, Master Fund GP may be deemed to beneficially own the 34,174,847 shares of Common Stock beneficially owned by Master Fund, representing approximately 19.2% of the shares of Common Stock outstanding.

As the investment manager of Master Fund and the 100% owner of Master Fund GP, JHL Capital Group may be deemed to beneficially own 34,177,064 shares of Common Stock, representing approximately 19.3% of the shares of Common Stock outstanding. This amount consists of: (i) 2,217 shares of Common Stock held directly by JHL Capital Group, representing approximately 0.001% of the shares of Common Stock outstanding; (ii) 8,603,411 shares of Common Stock held directly by JHL Group Holdings One, representing approximately 4.8% of the shares of Common Stock outstanding; and (iii) 25,571,436 shares of Common Stock held directly by JHL Group Holdings Two, representing approximately 14.4% of the shares of Common Stock outstanding. As the 100% owner of JHL Capital Group, JHL Capital Group L.P. may be deemed to beneficially own the 34,177,064 shares of Common Stock beneficially owned by JHL Capital Group, representing approximately 19.3% of the shares of Common Stock outstanding.

The percentage of shares of Common Stock outstanding reported herein is based on 177,534,132 shares outstanding as of August 1, 2022, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 5, 2022.

(c) On August 8, 2022, JHL Group Holdings One sold 1,006,987 shares of Common Stock through a broker at a price of $37.75 per share and JHL Group Holdings Two sold 2,993,013 shares of Common Stock through a broker at a price of $37.75 per share.  No other transactions in the shares of Common Stock were effected by the Reporting Persons during the past sixty days.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 10, 2022

---