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SEC Comment Letter for MP Materials (MP) — Apr 28, 2020

MP Materials Corp. / DE (MP) (CIK 0001801368)
Date: April 28, 2020 · CIK: 0001801368 · Accession: 0000000000-20-003642

AI Filing Summary & Sentiment

File numbers found in text: 333-236940

Date
April 28, 2020
Author
Not clearly detected
Form
UPLOAD
Company
MP Materials Corp. / DE (MP) (CIK 0001801368)

Letter

United States securities and exchange commission logo April 28, 2020 R. Edward Albert III President Fortress Value Acquisition Corp. 1345 Avenue of the Americas 46th Floor New York, New York 10105 Re:Fortress Value Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed April 23, 2020 File No. 333-236940 Dear Mr. Albert III: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 1 to Form S-1 filed April 23, 2020 Exhibits 1.We note that the form of warrant agreement filed as Exhibit 4.4 provides that the company agrees that any action, proceeding or claim against it arising out of or relating in any way to the agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, “which jurisdiction shall be exclusive.” If this provision requires investors in this offering to bring any such action, proceeding or claim in the courts of the State of New York or the United States District Court for the Southern District of New York, please disclose such provision in your registration statement, and disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If the provision applies to actions arising under the Securities Act or

FirstName LastNameR. Edward Albert III Comapany NameFortress Value Acquisition Corp. April 28, 2020 Page 2 FirstName LastName R. Edward Albert III Fortress Value Acquisition Corp. April 28, 2020 Page 2 Exchange Act, please also add related risk factor disclosure. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the provision in the warrant agreement states this clearly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Jennifer O'Brien at (202) 551-3721 or Ethan Horowitz, Accounting Branch Chief, at (202) 551-3311 if you have questions regarding comments on the financial statements and related matters. Please contact Kevin Dougherty at (202) 551-3271 or Tim Levenberg, Special Counsel, at (202) 551-3707 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Alexander D. Lynch, Esq.

Show Raw Text
United States securities and exchange commission logo
April 28, 2020
R. Edward Albert III
President
Fortress Value Acquisition Corp.
1345 Avenue of the Americas 46th Floor
New York, New York 10105
Re:Fortress Value Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 23, 2020
File No. 333-236940
Dear Mr. Albert III:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1 filed April 23, 2020
Exhibits
1.We note that the form of warrant agreement filed as Exhibit 4.4 provides that the company
agrees that any action, proceeding or claim against it arising out of or relating in any way
to the agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, “which jurisdiction shall be exclusive.” If this provision
requires investors in this offering to bring any such action, proceeding or claim in the
courts of the State of New York or the United States District Court for the Southern
District of New York, please disclose such provision in your registration statement, and
disclose whether this provision applies to actions arising under the Securities Act or
Exchange Act. If the provision applies to actions arising under the Securities Act or

 FirstName LastNameR. Edward  Albert III
 Comapany NameFortress Value Acquisition Corp.
 April 28, 2020 Page 2
 FirstName LastName
R. Edward  Albert III
Fortress Value Acquisition Corp.
April 28, 2020
Page 2
Exchange Act, please also add related risk factor disclosure. If this provision does not
apply to actions arising under the Securities Act or Exchange Act, please also ensure that
the provision in the warrant agreement states this clearly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jennifer O'Brien at (202) 551-3721 or Ethan Horowitz, Accounting
Branch Chief, at (202) 551-3311 if you have questions regarding comments on the financial
statements and related matters.  Please contact Kevin Dougherty at (202) 551-3271 or Tim
Levenberg, Special Counsel, at (202) 551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Alexander D. Lynch, Esq.