![]() The information contained in this prospectus may change after the date of this prospectus. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The information contained in this prospectus is complete and accurate only as of the date on the front cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of any securities. We have not authorized any dealer, salesperson or other person to provide you with information about the Company, except for the information contained in this prospectus. You should rely only on the information contained in this prospectus. ![]() INDEX TO CONSOLIDATED FINANCIAL STATEMENTS WHERE YOU CAN FIND ADDITIONAL INFORMATION ![]() UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSĬERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION SELECTED HISTORICAL FINANCIAL INFORMATION MARKET INFORMATION AND DIVIDEND POLICY AND RELATED STOCKHOLDER MATTERS On December 7, 2020, the last reported sale prices of our Common Stock was $27.68 per share and the last reported sales price of our public warrants was $8.89 per warrant.ĬAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS Our Common Stock and our public warrants, which are not being registered hereunder, are listed on the New York Stock Exchange, or NYSE, under the symbol " MP" and " MPWS" respectively. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. We have agreed to indemnify certain of the Selling Securityholders against certain liabilities, including liabilities under the Securities Act. ![]() The Selling Securityholders and intermediaries through whom such securities are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended, with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. The Selling Securityholders may sell any, all, or none of the securities offered by this prospectus. We have not been informed by any of the Selling Securityholders that they intend to sell their securities covered by this prospectus and do not know when or in what amount the Selling Securityholders may offer the securities for sale. Information regarding the Selling Securityholders, the amounts of shares of Common Stock that may be sold by them and the times and manner in which they may offer and sell the shares of Common Stock under this prospectus is provided under the sections entitled “ Selling Securityholders” and “ Plan of Distribution,” respectively, in this prospectus. Any amounts we receive from such exercises will be used for working capital and other general corporate purposes. However, we will pay the expenses associated with the sale of securities pursuant to this prospectus. We will not receive any proceeds from the sale of the securities under this prospectus, although we could receive up to approximately $132,249,632 for the issuance by us of the Common Stock registered under this prospectus assuming the exercise of all the outstanding public warrants, to the extent such warrants are exercised for cash. The prospectus supplement may also add, update or change information contained in this prospectus. More specific terms of any securities that we and the Selling Securityholders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. This prospectus provides you with a general description of such securities and the general manner in which we and the Selling Securityholders may offer or sell the securities. This prospectus relates to: (1) the issuance by us of up to 11,499,968 shares of common stock, par value $0.0001 per share (“Common Stock”), of MP Materials Corp., a Delaware corporation (the “Company,” “we,” “our”) that may be issued upon exercise of the public warrants (as such term is defined under “ Selected Definitions”) at an exercise price of $11.50 per share of Common Stock, and (2) the offer and sale, from time to time, by the selling security holders identified in this prospectus (the “Selling Securityholders”), or their permitted transferees of up to 118,047,154 shares of Common Stock.
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