Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
November 13 2024 - 8:10AM
Edgar (US Regulatory)
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.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| ☐ |
Rule 13d-1(b) |
| ☒ |
Rule 13d-1(c) |
| ☐ |
Rule 13d-1(d) |
| * | 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 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
| 1. |
Names
of Reporting Persons |
Hancock
Prospecting Pty Limited |
| 2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
(a) ☐
(b) ☐
|
|
| 3. |
SEC
Use Only |
| |
| 4. |
Citizenship
or Place of Organization |
| Australia |
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With: |
5. |
Sole
Voting Power |
0 |
| 6. |
Shared
Voting Power |
| 13,861,212
(1) |
| 7. |
Sole
Dispositive Power |
| 0 |
| 8. |
Shared
Dispositive Power |
| 13,861,212
(1) |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 13,861,212
(1) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
| 11. |
Percent
of Class Represented by Amount in Row (9) |
8.5%
(1)(2) |
| 12. |
Type
of Reporting Person (See Instructions) |
CO |
| (1) | The reported securities are held directly by Hancock Prospecting Pty Limited
and indirectly by Georgina Hope Rinehart, who is the principal shareholder and a director of Hancock Prospecting Pty Limited, with approximately
76.55% ownership. As a result, each of Hancock Prospecting Pty Limited and Georgina Hope
Rinehart may be deemed to have or share beneficial ownership of securities held directly by Hancock Prospecting Pty Limited. |
| (2) | Based on 163,207,224 shares of Class A Common Stock, par value $0.0001
per share of MP Materials Corp., a Delaware corporation (the “Issuer”) outstanding as of October 31, 2024, as reported in
the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024. |
CUSIP
No. 553368101
| 1. |
Names
of Reporting Persons |
Georgina Hope Rinehart |
| 2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions) |
(a) ☐
(b) ☐ |
|
| 3. |
SEC
Use Only |
| |
| 4. |
Citizenship
or Place of Organization |
| Australia |
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person With: |
5. |
Sole
Voting Power |
0 |
| 6. |
Shared
Voting Power |
| 13,861,212
(1) |
| 7. |
Sole
Dispositive Power |
| 0 |
| 8. |
Shared
Dispositive Power |
| 13,861,212
(1) |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
| 13,861,212
(1) |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
| 11. |
Percent
of Class Represented by Amount in Row (9) |
8.5%
(1)(2) |
| 12. |
Type
of Reporting Person (See Instructions) |
IN |
| (1) | The reported securities are held directly by Hancock Prospecting Pty Limited
and indirectly by Georgina Hope Rinehart, who is the principal shareholder and a director of Hancock Prospecting Pty Limited, with approximately
76.55% ownership. As a result, each of Hancock Prospecting Pty Limited and Georgina Hope
Rinehart may be deemed to have or share beneficial ownership of securities held directly by Hancock Prospecting Pty Limited. |
| (2) | Based on 163,207,224 shares of Class A Common Stock, par value $0.0001
per share of MP Materials Corp., a Delaware corporation (the “Issuer”) outstanding as of October 31, 2024, as reported in
the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024. |
| Item 1. |
| |
| |
(a) |
Name of Issuer
MP Materials Corp. (the “Issuer”) |
| |
|
|
| |
(b) |
Address of Issuer’s Principal Executive Offices
1700 South Pavilion Center Drive, Suite 800
Las Vegas, Nevada 89135 |
| |
| Item 2. |
| |
(a) |
Names of Persons Filing
This statement is filed jointly by each of the following persons pursuant
to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) under Section 13 of the Securities
Exchange Act of 1934, each of whom together are referred to herein as the “Reporting Persons” and individually as a “Reporting
Person”:
(i) Hancock
Prospecting Pty Limited
(ii) Georgina
Hope Rinehart |
| |
|
|
| |
(b) |
Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting
Persons is:
Level 3 HPPL House, 28-42 Ventnor Avenue, West Perth, Western Australia
6005, Australia |
| |
|
|
| |
(c) |
Citizenship
(i) Hancock
Prospecting Pty Limited: Australia
(ii) Georgina
Hope Rinehart: Australia |
| |
|
|
| |
(d) |
Title of Class of Securities
The Issuer’s Class A Common Stock, par value $0.0001 per share (“Common Stock”) |
| |
|
|
| |
(e) |
CUSIP Number
553368101 |
| |
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| |
|
| |
(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| |
|
|
|
| |
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
|
|
|
| |
(c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| |
|
|
|
| |
(d) |
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| |
|
|
|
| |
(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
|
|
|
| |
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
|
|
|
| |
(g) |
☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
|
|
|
| |
(h) |
☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
|
|
| |
(i) |
☐ |
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) |
☐ |
A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
| |
|
|
|
| |
(k) |
☐ |
Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
Not applicable.
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.
1. Hancock
Prospecting Pty Limited |
| |
| |
(a) |
Amount beneficially owned:
13,861,212
(1) |
| |
|
|
| |
(b) |
Percent of class:
8.5% (1)(2) |
| |
|
|
| |
(c) |
Number of shares as to which the person has:
|
| |
|
(i) |
Sole power to vote or to direct the vote:
0 |
| |
|
|
|
| |
|
(ii) |
Shared power to vote or to direct the vote:
13,861,212
(1) |
| |
|
|
|
| |
|
(iii) |
Sole power to dispose or to direct the disposition of:
0 |
| |
|
|
|
| |
|
(iv) |
Shared power to dispose or to direct the disposition of:
13,861,212
(1) |
| |
2. Georgina Hope Rinehart
|
| |
(a) |
Amount beneficially owned:
13,861,212
(1) |
| |
|
|
| |
(b) |
Percent of class:
8.5% (1)(2) |
| |
|
|
| |
(c) |
Number of shares as to which the person has:
|
| |
|
(i) |
Sole power to vote or to direct the vote:
0 |
| |
|
|
|
| |
|
(ii) |
Shared power to vote or to direct the vote:
13,861,212
(1) |
| |
|
|
|
| |
|
(iii) |
Sole power to dispose or to direct the disposition of:
0 |
| |
|
|
|
| |
|
(iv) |
Shared power to dispose or to direct the disposition of:
13,861,212
(1) |
| (1) | The reported securities are held directly by Hancock Prospecting
Pty Limited and indirectly by Georgina Hope Rinehart, who is the principal shareholder and a director of Hancock Prospecting Pty Limited,
with approximately 76.55% ownership. As a result, each of Hancock Prospecting Pty Limited and Georgina Hope Rinehart may be deemed to
have or share beneficial ownership of securities held directly by Hancock Prospecting Pty Limited. |
| (2) | Based on 163,207,224 outstanding shares of the Issuer’s
Common Stock as of October 31, 2024, as reported in the Issuer’s Form 10-Q filed with the Commission on November 8, 2024. |
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 ☐.
Not applicable.
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 or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each Reporting Person certifies that, to the best of his or her 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, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
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.
| |
November 13, 2024 |
| |
(Date) |
| |
|
|
| |
HANCOCK PROSPECTING PTY LIMITED |
| |
|
|
| |
By: |
/s/ Jay Eliot Newby |
| |
|
Name: |
Jay Eliot Newby |
| |
|
Title: |
Director |
| |
|
|
| |
GEORGINA HOPE RINEHART |
| |
|
|
| |
By: |
/s/ Georgina Hope Rinehart |
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