MP Materials Corp. / DE false 0001801368 0001801368 2022-03-04 2022-03-04

 

 

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 4, 2022

 

 

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 and Zip Code)

(702) 844-6111

(Registrant’s telephone number, including area code)

N/A

(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:

 

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

Common Stock, par value of $0.0001 per share   MP   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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 1.01

Entry into a Material Definitive Agreement.

On March 4, 2022, MP Mine Operations LLC (“MPMO”), a Delaware limited liability company and a wholly-owned subsidiary of MP Materials Corp. (“MPMC” and together with MPMO, collectively referred to as the “Company”) entered into an Offtake Agreement, dated as of March 4, 2022 (“Offtake Agreement”) with Shenghe Resources (Singapore) International Trading PTE. LTD., a private limited company organized under the laws of Singapore (“Shenghe”).

Pursuant to the terms of the Offtake Agreement, the Company shall sell to Shenghe rare earth products produced by the Company for distribution to end users. The initial term of the Agreement is for two years and the Company has the option to extend the term for an additional one-year period. As provided in the Offtake Agreement, and subject to certain exclusions, Shenghe shall purchase on a take-or-pay basis the rare earth concentrate produced by the Company as the exclusive distributor in China during the Term, with certain exceptions for the Company’s direct sales globally. In addition, Shenghe shall purchase on a take-or-pay basis the certain non-concentrate rare earth products that the Company in its sole discretion nominates to Shenghe for distribution as the exclusive distributor of those certain non-concentrate rare earth products in China during the Term. Further, the Company may sell all non-concentrate rare earth products in its sole discretion to customers or end users in any jurisdiction. In exchange for distribution services, Shenghe will be paid a variable commission on net proceeds to the Company.

The foregoing is a summary of the terms of the Offtake Agreement and is qualified in its entirety by reference to the Offtake Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022.

 

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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.

 

Date: March 4, 2022     MP Materials Corp.
    By:  

/s/ Elliot D. Hoops

      Elliot D. Hoops
      General Counsel and Secretary

 

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