SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

MP Materials Corp.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

553368101

(CUSIP Number)

James H. Litinsky

c/o MP MATERIALS CORP.

1700 S. Pavilion Center Drive, Suite 800

Las Vegas, NV 89135

(702) 844-6111

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 26, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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

The information required on 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 Page 2 of 4 Pages

1	NAMES OF REPORTING PERSONS
	James H. Litinsky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			18,941,416
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			18,941,416
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,941,416
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

CUSIP No. 553368101 Page 3 of 4 Pages

Item 1. Security and Issuer

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on November 27, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on December 23, 2020, Amendment No. 2 filed on March 30, 2021, Amendment No. 3 filed on September 20, 2021, Amendment No. 4 filed on March 2, 2022, Amendment No. 5 filed on August 10, 2022, Amendment No. 6 filed on September 9, 2022, and Amendment No. 7 filed on May 26, 2023 (collectively the “Schedule 13D”), relating to the shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of MP Materials Corp. (the “Issuer”). The address of the principal executive offices of the Issuer is 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, Nevada 89135. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D.

Item 2. Identity and Background

Item 2(b) of the Schedule 13D is hereby amended and supplemented as follows:

(b) The address for Mr. Litinsky is c/o MP Materials Corp., 1700 S. Pavilion Center Drive, Suite 800, Las Vegas, Nevada 89135.

Item 5. Interest in Securities of the Issuer

Item 5(a-c) and (e) of the Schedule 13D is hereby amended and supplemented as follows:

(a, b) As of the date hereof, Mr. Litinsky may be deemed to beneficially own 18,941,416 shares of Common Stock, representing approximately 10.7% of the shares of Common Stock outstanding. This amount consists of: (i) 18,316,485 shares of Common Stock held in the Revocable Trust, representing approximately 10.3% of the shares of Common Stock outstanding; (iii) 600,000 remaining restricted stock units (“RSUs”) of the original 800,000 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on November 18, 2022, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; (iv) 21,164 RSUs granted to Mr. Litinsky that vest in four annual installments beginning on January 13, 2024, where each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock; and (v) 3,767 shares of Common Stock owned by Mr. Litinsky.

The percentage of shares of Common Stock outstanding reported herein is based on 177,620,849 shares outstanding as of May 1, 2023, as set forth in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 5, 2023.

(c) On May 26, 2023, 647,832 shares of Common Stock were sold by JHL Capital Group Holdings One LLC in open market brokerage transactions in order to satisfy tax obligations of JHL Capital Group Fund Ltd. associated with the in-kind distributions described in Amendment No. 7. These shares were sold in multiple transactions, in the amounts and at the price ranges listed in the table below. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the table below. On May 26, 2023, JHL Capital Group LLC distributed in kind, for no consideration and on a pro rata basis, all of the 2,169,712* shares of Common Stock beneficially owned by it to its members (all of which were received by the Revocable Trust, either immediately or after subsequent in-kind distributions). No other transactions in the shares of Common Stock were effected by the Reporting Person since the filing of Amendment No. 7 on May 26, 2023.

Number of Shares	Weighted Average Price	Low Price	High Price
585,012	$21.65	$21.50	$21.9675
62,820	$22.12	$22.00	$22.66

*This figure was inadvertently underreported by 2,448 shares of Common Stock in Amendment No. 7 (i.e., reported as 2,167,264 shares) when reporting the shares of Common Stock beneficially owned by JHL Capital Group LLC after the in-kind distributions from JHL Capital Group Holdings One LLC and JHL Capital Group Holdings Two LLC.

Item 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 5 – Power of Attorney, dated May 26, 2023

CUSIP No. 553368101 Page 4 of 4 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 31, 2023

JAMES H. LITINSKY
By:	/s/ Elliot D. Hoops
Name:	Elliot D. Hoops
Title:	Attorney-in-Fact

EX-5

Exhibit 5

POWER OF ATTORNEY

(For Executing Form ID and reports on Schedule 13G and 13D)

Know all by these presents, that the undersigned hereby constitutes and appoints each of Elliot D. Hoops and Ryan Corbett, each with full power and authority to act together or individually, including full power of substitution, as the undersigned’s true and lawful attorney-in-fact and agent to:

(1) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder;

(2) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit the reports on Schedule 13D or 13G (including amendments thereto and joint filing agreements in connection therewith) with the SEC in accordance with Section 13(d) of the Exchange Act and the rules and regulations thereunder in the undersigned’s capacity as the beneficial owner of more than 5% of a registered class of securities of MP Materials Corp. (the “Company”);

(3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and reports on Schedule 13D or 13G (including, in each case, amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

(4) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Sections 13(d) and 13(g) of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file reports on Schedule 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company or (b) revocation by the undersigned in a signed writing delivered to the Company and such foregoing attorney-in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

Date: May 26, 2023                        

By: /s/ James H. Litinsky    

James H. Litinsky