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August 29, 2022
Ryan Corbett
Chief Financial Officer
MP Materials Corp.
6720 Via Austi Parkway
Suite 450
Las Vegas, NV 89119
Re:MP Materials Corp.
Form 10-K for the year ended December 31, 2021
Filed February 28, 2022
File No. 001-39277
Dear Mr. Corbett:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2021
Non-GAAP Financial Measures
Adjusted Net Income (Loss), page 47
1.We note that Adjusted net income (loss) includes an adjustment to eliminate the depletion
expense associated with the step-up in fair value of the mineral rights recorded in
connection with the SNR mineral rights acquisition.  Please tell us how you determined
that the depletion adjustment does not result in presenting a non-GAAP measure that
substitutes an individually tailored measurement method for those of U.S. GAAP since it
eliminates depletion expense associated with the mineral rights.  Refer to Question 100.04
of the Division's Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.

 FirstName LastNameRyan Corbett
 Comapany NameMP Materials Corp.
 August 29, 2022 Page 2
 FirstName LastName
Ryan Corbett
MP Materials Corp.
August 29, 2022
Page 2
Financial Statements
Note 8. Property, Plant, and Equipment, page 71
2.The accounting policy at page 59 discloses that the depletion of mineral rights is
recognized on a straight-line basis over the estimated remaining useful life of the mine.
Please tell us how you concluded that the straight-line method is preferable and
determined to be more systematic and rational manner of depletion of your mineral
rights compared to the units-of-production method, as a process of equitably allocating the
costs of mineral rights to the periods in the estimated economic life of the
mine.  Considering significant increase in production volumes during the periods
presented, please include in your analysis the impact on depletion expense for the periods
presented, from applying the straight-line method compared to units-of-production
method of depletion to the periods subsequent to acquiring the mineral rights.  Refer
to ASC Subtopic 360-10-35.
            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.
            You may contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-3388 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation