Item 8.01. Other Events.

On March 23, 2021, MP Materials Corp. (the "Company") issued a press release made pursuant to Rule 135c under the Securities Act of 1933, as amended (the "Securities Act"), announcing the pricing of a private offering of $600 million aggregate principal amount of its 0.25% Green Convertible Senior Notes due 2026 (the "notes"). The Company has also granted initial purchasers of the notes an option to purchase, exercisable within the 30-day period immediately following the pricing date of the offering, up to an additional $90 million aggregate principal amount of the notes. The notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The full text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Concurrently with the pricing of the notes offering, on March 23, 2021, the Company also announced the pricing of its underwritten secondary public offering by certain existing stockholders of the Company of 6.0 million shares of their Company common stock and a 30-day option granted to the underwriters to purchase up to an additional 900,000 shares of common stock from such existing stockholders solely to cover over-allotments at a price to the public of $35.00 per share. The Company has filed a registration statement (including a base prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission ("SEC") for the offering, and the offering is being made only by means of such prospectus supplement and accompanying base prospectus, which together form part of the Company's effective shelf registration statement on Form S-1 (File No. 333-251239).

This report shall not constitute an offer to sell or the solicitation of an offer to buy the notes, shares of Company common stock or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



99.1      Press release issued on March 23, 2021 by MP Materials Corp. regarding
        pricing of notes offering

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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