December 22, 2020
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attention: | Kevin Dougherty |
| Re: | MP Materials Corp. / DE |
Registration Statement on Form S-1 |
File No. 333-251239 |
Acceleration Request |
Requested Date: December 28, 2020
Requested Time: 5:00 P.M., Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, MP Materials Corp. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-251239 (the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 5:00 P.M., Eastern Time, on December 28, 2020, or as soon thereafter as practicable or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.
We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Michael P. Heinz of Sidley Austin LLP at (312) 853-2071.
Very truly yours, |
| /s/ Sheila Bangalore |
Sheila Bangalore |
Chief Strategy Officer and General Counsel |
MP Materials Corp. |
| cc: | Ryan Corbett, MP Materials Corp. |
Daniel A. O’Shea, Sidley Austin LLP |
Michael P. Heinz, Sidley Austin LLP |
