Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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MP Materials Corp. / DE (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
553368101 (CUSIP Number) |
09/30/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 553368101 |
| 1 | Names of Reporting Persons
Shenghe Resources Holding Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,546,140.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: Amount in rows 6, 8 and 9 consists of 3,251,175 shares of Class A Common Stock, par value $0.0001 per share ("Common Stock"), of MP Materials Corp., a Delaware corporation (the "Issuer") owned by Shenghe Resources (Singapore) PTE. LTD. and 2,294,965 shares of Common Stock owned by Shenghe Resources (Singapore) International Trading Pte. Ltd., which may be deemed to be beneficially owned by Shenghe Resources Holding Co., Ltd. Shenghe Resources Holding Co., Ltd. disclaims beneficial interest in the shares of Common Stock held by Shenghe Resources (Singapore) PTE. LTD. and Shenghe Resources (Singapore) International Trading Pte. Ltd., except to the extent of its pecuniary interest therein. Percentage in row 11 is based on 177,230,483 shares of Common Stock issued and outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 553368101 |
| 1 | Names of Reporting Persons
Shenghe Resources (Singapore) International Trading Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,294,965.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: Percentage in row 11 is based on 177,230,483 shares of Common Stock issued and outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13G
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| CUSIP No. | 553368101 |
| 1 | Names of Reporting Persons
Shenghe Resources (Singapore) PTE LTD | ||||||||
| 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
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,251,175.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: Percentage in row 11 is based on 177,230,483 shares of Common Stock issued and outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
MP Materials Corp. / DE |
| (b) | Address of issuer's principal executive offices:
1700 S. Pavilion Center Drive, Suite 800, Las Vegas, Nevada, 89135 |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 1 to Schedule 13G/A (the "Statement") is filed by each of the entities and persons listed below, each of whom together are referred to herein collectively as the "Reporting Persons" and individually as a "Reporting Person": (i) Shenghe Resources Holding Co., Ltd. ("SRH"). (ii) Shenghe Resources (Singapore) International Trading Pte. Ltd. ("SRSIT"), an indirect majority-owned subsidiary of SRH. (iii) Shenghe Resources (Singapore) PTE LTD ("SRS"), an indirect wholly-owned subsidiary of SRH. |
| (b) | Address or principal business office or, if none, residence:
(i) For SRH: 399# Yiteng Road Shuangliu District, Chengdu Sichuan, China, 610200 (ii) For SRSIT: 60 Paya Lebar Road #04-23 Paya Lebar Square Singapore 409051 (iii) For SRS: 60 Paya Lebar Road #04-23 Paya Lebar Square Singapore 409051 |
| (c) | Citizenship:
SRH is a company organized under the laws of the People's Republic of China. SRSIT and SRS are companies organized under the laws of Singapore. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
553368101 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The percentages used in this Statement are calculated based upon 177,230,483 shares of Common Stock issued and outstanding as of October 31, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission on November 7, 2025. The information required by Items 4(a)-(c) is set forth in Rows (5)-(11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Reporting Person holdings are as of the date of filing. |
| (b) | Percent of class:
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
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| (ii) Shared power to vote or to direct the vote:
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| (iii) Sole power to dispose or to direct the disposition of:
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| (iv) Shared power to dispose or to direct the disposition of:
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my 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.
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