Filing Details
- Accession Number:
- 0001319244-21-000127
- Form Type:
- 13G Filing
- Publication Date:
- 2021-02-12 16:45:20
- Filed By:
- Integrated Core Strategies (us) Llc
- Company:
- Mp Materials Corp. / De
- Filing Date:
- 2021-02-12
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Integrated Core Strategies (US) | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Riverview Group | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Grandview | 0 | 1,331,258 | 0 | 1,331,258 | 1,331,258 | 0.9% |
| ICS Opportunities, Ltd | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Millennium International Management | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Millennium Management | 0 | 1,331,258 | 0 | 1,331,258 | 1,331,258 | 0.9% |
| Millennium Group Management | 0 | 1,331,258 | 0 | 1,331,258 | 1,331,258 | 0.9% |
| Israel A. Englander | 0 | 1,331,258 | 0 | 1,331,258 | 1,331,258 | 0.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(AMENDMENT NO. 1)
MP MATERIALS CORP. (formerly Fortress Value Acquisition Corp.) |
| (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.0001 PER SHARE |
| (Title of Class of Securities) |
553368101 |
| (CUSIP Number) |
DECEMBER 31, 2020 |
| (Date of event which requires filing of this statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
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.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 2 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Integrated Core Strategies (US) LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER -0- (See Item 4(a)) | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE
POWER -0- (See Item 4(a)) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 3 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Riverview Group LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER -0- (See Item 4(a)) | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 4 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Grandview LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 1,331,258 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 1,331,258 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,331,258 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.9% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 5 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS ICS Opportunities, Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER -0- (See Item 4(a)) | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON CO |
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 6 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Millennium International Management LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER -0- (See Item 4(a)) | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON PN |
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 7 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Millennium Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 1,331,258 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 1,331,258 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,331,258 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.9% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 8 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Millennium Group Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 1,331,258 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 1,331,258 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,331,258 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.9% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 9 | of | 16 |
| 1 | NAMES OF REPORTING PERSONS Israel A. Englander |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 1,331,258 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 1,331,258 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,331,258 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.9% |
| 12 | TYPE OF REPORTING
PERSON IN |
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 10 | of | 16 |
| Item 1. | ||
| | (a) | Name of Issuer: |
| | ||
| | MP Materials Corp., a Delaware corporation (the "Issuer"). | |
| | ||
| | (b) | Address of Issuers Principal Executive Offices: |
| | ||
| | 6720 Via Austi Parkway, Suite 450 | |
| Item 2. | (a) | Name of Person Filing: |
| | (b) | Address of Principal Business Office: |
| | (c) | Citizenship: |
| | Integrated Core Strategies (US) LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
| | ||
| |
Riverview Group LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
| | ||
| |
Grandview LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
| | ||
| | ICS Opportunities, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands | |
| | ||
| | Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
| | ||
| | Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
| | ||
| | Millennium Group Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
| | ||
| | Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States | |
| | ||
| (d) | Title of Class of Securities: | |
| common stock, par value $0.0001 per share ("Common Stock") | ||
| | ||
| (e) | CUSIP Number: | |
| 553368101 |
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 11 | of | 16 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| | (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |||
| | (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
| | (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
| | (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||
| | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 12 | of | 16 |
| | (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |||
| | (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
| | (i) | o | 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. 80a-3); | |||
| | (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned
As of the close of business on December 31, 2020:
i) Integrated Core Strategies (US) LLC, a Delaware limited liability company, no longer beneficially owned any shares of the Issuers Common Stock;
ii) Riverview Group LLC, a Delaware limited liability company, no longer beneficially owned any shares of the Issuers Common Stock;
iii) Grandview LLC, a Delaware limited liability company ("Grandview"), beneficially owned 1,331,258 shares of the Issuers Common Stock (consisting of 1,025,609 shares of the Issuers Common Stock and warrants to purchase 305,649 shares of the Issuers Common Stock); and
iv) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands, no longer beneficially owned any shares of the Issuers Common Stock.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the managing member of Grandview and may be deemed to have shared voting control and investment discretion over securities owned by Grandview.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Grandview.
The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Grandview.
The foregoing should not be construed in and of itself as an admission by Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Grandview.
(b) Percent of Class:
As of the close of business on December 31, 2020, Grandview, Millennium Management, Millennium Group Management and Mr. Englander beneficially owned or may be deemed to have beneficially owned, as the case may be, 1,331,258 shares of the Issuers Common Stock or 0.9% of the Issuers Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 155,920,632 shares of the Issuers Common Stock outstanding as of December 7, 2020, as reported in the Issuers prospectus filed on December 28, 2020.
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 13 | of | 16 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote-0-
(ii) Shared power to vote or to direct the vote
1,331,258 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
1,331,258 (See Item 4(b))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 14 | of | 16 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of February 11, 2021, by and among Integrated Core Strategies (US) LLC, Riverview Group LLC, Grandview LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 15 | of | 16 | ||||
| SIGNATURE |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 11, 2021
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Gil Raviv
Title: Global General Counsel
RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerBy: /s/ Gil RavivName: Gil Raviv
Title: Global General Counsel
GRANDVIEW LLC
By: Millennium Management LLC,
its Managing MemberBy: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment ManagerBy: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM GROUP MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
/s/ Israel A. EnglanderIsrael A. Englander
| CUSIP
No. | 553368101 | SCHEDULE 13G | Page | 16 | of | 16 | ||||
| EXHIBIT I | ||||||||||
| JOINT FILING AGREEMENT |
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of MP Materials Corp., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 11, 2021
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Gil Raviv
Title: Global General Counsel
RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerBy: /s/ Gil RavivName: Gil Raviv
Title: Global General Counsel
GRANDVIEW LLC
By: Millennium Management LLC,
its Managing MemberBy: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment ManagerBy: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
MILLENNIUM GROUP MANAGEMENT LLC
By: /s/Gil RavivName: Gil Raviv
Title: Global General Counsel
/s/ Israel A. EnglanderIsrael A. Englander