Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

CUSIP No. 553368101

Names of reporting persons

Shenghe Resources Holding Co., Ltd.

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

SEC use only

Citizenship or place of organization

China

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

0

Shared voting power

12,033,190

Sole dispositive power

0

Shared dispositive power

12,033,190

Aggregate amount beneficially owned by each reporting person

12,033,190 ⁽¹⁾

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

Percent of class represented by amount in Row (9)

7.7%⁽²⁾

Type of reporting person (see instructions)

FI

Consists of 6,648,628 shares of Class A Common Stock, par value $0.0001 per share (Common Stock), of MP Materials Corp., a Delaware corporation (the Issuer) owned by Shenghe Resources (Singapore) PTE. LTD. and 5,384,562 shares of Common Stock owned by Shenghe Resources (Singapore) International Trading Pte. Ltd., which may be deemed to be beneficially owned by Shenghe Resources Holding Co., Ltd. Shenghe Resources Holding Co., Ltd. disclaims beneficial interest in the shares of Common Stock held by Shenghe Resources (Singapore) PTE. LTD. and Shenghe Resources (Singapore) International Trading Pte. Ltd., except to the extent of its pecuniary interest therein.

Based on 155,920,632 shares of Common Stock issued and outstanding as of November 17, 2020, as reported in the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 23, 2020.

CUSIP No. 553368101

Names of reporting persons

Shenghe Resources (Singapore) International Trading Pte. Ltd.

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

SEC use only

Citizenship or place of organization

Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

0

Shared voting power

5,384,562

Sole dispositive power

0

Shared dispositive power

5,384,562

Aggregate amount beneficially owned by each reporting person

5,384,562

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

Percent of class represented by amount in Row (9)

3.5%⁽¹⁾

Type of reporting person (see instructions)

FI

Based on 155,920,632 shares of Common Stock issued and outstanding as of November 17, 2020, as reported in the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 23, 2020.

CUSIP No. 553368101

Names of reporting persons

Shenghe Resources (Singapore) PTE LTD

Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☒

SEC use only

Citizenship or place of organization

Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

0

Shared voting power

6,648,628

Sole dispositive power

0

Shared dispositive power

6,648,628

Aggregate amount beneficially owned by each reporting person

6,648,628

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

Percent of class represented by amount in Row (9)

4.3%⁽¹⁾

Type of reporting person (see instructions)

FI

Based on 155,920,632 shares of Common Stock issued and outstanding as of November 17, 2020, as reported in the Issuers Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 23, 2020.

Name of issuer:

Address of issuers principal executive offices:

Shenghe Resources Holding Co., Ltd. (SRH).

Shenghe Resources (Singapore) International Trading Pte. Ltd. (SRSIT), an indirect majority-owned subsidiary of SRH.

Shenghe Resources (Singapore) PTE LTD (SRS), an indirect majority-owned subsidiary of SRH.

For SRH:

For SRSIT:

For SRS:

If this statement is filed pursuant to §§240.13d1(b) or 240.13d2(b) or (c), check whether the person filing is a:

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a8);

An investment adviser in accordance with §240.13d1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with §240.13d1(b)(1)(ii)(F);

A parent holding company or control person in accordance with §240.13d1(b)(1)(ii)(G);

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a3);

A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);

Group, in accordance with §240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the type of institution:                     

Ownership.

Ownership of 5 Percent or Less of a Class.

Ownership of More than 5 Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

/s/ Hu Zesong

/s/ Lu Shasha

/s/ Wang Quangen