SEC Company Response from MP Materials (MP) — Oct 23, 2020
MP Materials Corp. / DE (MP) (CIK 0001801368)
Date: Oct. 23, 2020 · CIK: 0001801368 · Accession: 0001193125-20-274809
AI Filing Summary & Sentiment
File numbers found in text: 333-248433
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation Re: Fortress Value Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed October 19, 2020 File No. 333-248433
Dear Mr. Dougherty:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Fortress Value Acquisition Corp. (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-248433) filed by the Registrant on August 27, 2020, as amended by Amendment No. 1 filed on October 1, 2020 and Amendment No. 2 filed on October 19, 2020 (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 10:00 a.m., Eastern time, on October 27, 2020, or as soon as reasonably practicable thereafter.
The Registrant hereby acknowledges the following:
1. should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
2. the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
3. the Registrant may not assert the comments of the staff of the Commission and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.
If you have any questions, please feel free to contact Jaclyn L. Cohen (jackie.cohen@weil.com / telephone: 212.310.8891) of Weil, Gotshal & Manges LLP. In addition, please notify Ms. Cohen when this request for acceleration has been granted.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
Fortress Value Acquisition Corp.
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CORRESP 1 filename1.htm CORRESP VIA EDGAR October 23, 2020 Fortress Value Acquisition Corp. 1345 Avenue of the Americas, 46th Floor New York, New York 10105 Kevin Dougherty Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549-3561 Re: Fortress Value Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed October 19, 2020 File No. 333-248433 Dear Mr. Dougherty: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Fortress Value Acquisition Corp. (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-248433) filed by the Registrant on August 27, 2020, as amended by Amendment No. 1 filed on October 1, 2020 and Amendment No. 2 filed on October 19, 2020 (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 10:00 a.m., Eastern time, on October 27, 2020, or as soon as reasonably practicable thereafter. The Registrant hereby acknowledges the following: 1. should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; 2. the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and 3. the Registrant may not assert the comments of the staff of the Commission and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement. If you have any questions, please feel free to contact Jaclyn L. Cohen (jackie.cohen@weil.com / telephone: 212.310.8891) of Weil, Gotshal & Manges LLP. In addition, please notify Ms. Cohen when this request for acceleration has been granted. [Remainder of Page Intentionally Left Blank] 2 Very truly yours, Fortress Value Acquisition Corp. By: /s/ Andrew A. McKnight Name: Andrew A. McKnight Title: Chief Executive Officer cc: Jaclyn L. Cohen Weil, Gotshal & Manges LLP