Form SD - Specialized disclosure report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

MP MATERIALS CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-39277

84-4465489

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1700 S. Pavilion Center Drive, Suite 800

Las Vegas, Nevada 89135

(Address of principal executive offices and Zip Code)

Ryan Corbett

(702) 844-6111

(Name and telephone number, including area code, of the person to contact in connection with this report)

Check the appropriate box to indicate the rule pursuant to which this Form is being submitted, and provide the period to which the information in this Form applies:

☐ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, _____.

☑ Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended December 31, 2023.

SECTION 1 - CONFLICT MINERAL DISCLOSURE

Item 1.01 - Conflict Minerals Disclosure and Report

Not applicable.

Item 1.02 - Exhibit

Not applicable.

SECTION 2 - RESOURCE EXTRACTION ISSUER DISCLOSURE

Item 2.01 - Resource Extraction Issuer Disclosure and Report

Disclosure of Payments by Resource Extraction Issuers

The payment disclosure required by this Item 2.01 is included as Exhibit 2.01 and Exhibit 99.1 to this Form SD.

Report on Payments to Governments for the Year Ended December 31, 2023

This report provides a consolidated overview of the payments to governments made by MP Materials Corp., including its subsidiaries (the “Company”, “MP Materials” “we,” “our,” and “us”) for the fiscal year ended December 31, 2023.

All payments are reported in U.S. dollars (“USD”).

Our Business Segments

Operating segments are defined as components of an enterprise engaged in business activities, about which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. As of December 31, 2023, the Company’s CODM viewed the Company’s operations and managed the business as one reportable segment.

Our Projects

As of December 31, 2023, we owned and operated the Mountain Pass Rare Earth Mine and Processing Facility (“Mountain Pass”), which we consider to be one project.

SECTION 3 - EXHIBITS

Item 3.01 - Exhibits

The following exhibits are filed as part of this report.


Exhibit No.						Description
2.01						Interactive Data Files (Resource Extraction Payment Report as required by Item 2.01 of this Form SD for the year ended December 31, 2023 filed in XBRL).
99.1						Resource Extraction Payment Report as required by Item 2.01 of this Form SD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September 6, 2024	MP Materials Corp.

	By:	/s/ Elliot D. Hoops
		Elliot D. Hoops
		General Counsel and Secretary

Exhibit 99.1

Resource Extraction Payment Report

Project-level disclosure

The table below sets forth our payments made to governments for the fiscal year ended December 31, 2023, by project and type of payment.


(in USD and in thousands)					For the year ended December 31, 2023
Project Name	Country/Major Subnational Jurisdiction	Government	Resource	Extraction Method	Taxes(1)		Royalties		Fees		Production Entitlements		Bonuses		Dividends		Payments for infrastructure improvements		Community and social responsibility payments		Total
Mountain Pass	U.S.	Federal Government	Bastnaesite	Open Pit	$	22,172	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	22,172

(1) MP Materials Corp. (the “Company”) files a consolidated income tax return in the U.S., which includes all U.S. entities, including the project listed. The U.S. Federal Government levies corporate income taxes at the consolidated group level rather than on a per-project basis. Accordingly, the Company has disclosed payments of taxes at the U.S. consolidated group level. The payments relate not to a particular project but to the consolidated U.S. income of the Company. The report amount represents Federal income taxes of $22,314 thousand paid during the year ended December 31, 2023, netted against an income tax refund of $142 thousand received during the year ended December 31, 2023.

Government-level disclosure

The table below sets forth our payments made to governments for the fiscal year ended December 31, 2023, by government and type of payment.


(in USD and in thousands)		For the year ended December 31, 2023
Country/Major Subnational Jurisdiction	Government	Taxes(1)		Royalties		Fees		Production Entitlements		Bonuses		Dividends		Payments for infrastructure improvements		Community and social responsibility payments		Total
U.S.	Federal Government	$	22,172	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	22,172



(1) The Company files a consolidated income tax return in the U.S., which includes all U.S. entities, including the project listed. The U.S. Federal Government levies corporate income taxes at the consolidated group level rather than on a per-project basis. Accordingly, the Company has disclosed payments of taxes at the U.S. consolidated group level. The payments relate not to a particular project but to the consolidated U.S. income of the Company. The report amount represents Federal income taxes of $22,314 thousand paid during the year ended December 31, 2023, netted against an income tax refund of $142 thousand received during the year ended December 31, 2023.

Document Information	12 Months Ended
Document Information	Dec. 31, 2023
Document Information:
Document Type	2.01 SD
Amendment	false
CIK	0001801368
Registrant Name	MP Materials Corp. / DE
Period End Date	Dec. 31, 2023
Reporting Currency	USD

Payments, by Category - USD ($)
$ in Thousands

Taxes

Total Payments

Total

$ 22,172

^[1]

$ 22,172

[1]

(1) MP Materials Corp. (the “Company”) files a consolidated income tax return in the U.S., which includes all U.S. entities, including the project listed. The U.S. Federal Government levies corporate income taxes at the consolidated group level rather than on a per-project basis. Accordingly, the Company has disclosed payments of taxes at the U.S. consolidated group level. The payments relate not to a particular project but to the consolidated U.S. income of the Company. The report amount represents Federal income taxes of $22,314 thousand paid during the year ended December 31, 2023, netted against an income tax refund of $142 thousand received during the year ended December 31, 2023.

Payments, by Project - 12 months ended Dec. 31, 2023 - USD ($)
$ in Thousands

Taxes

^[1]

Total Payments

Total

$ 22,172

Mountain Pass Mine [Member]

Total

$ 22,172

[1]