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HYMC Hycroft Mining Holding

Filed: 12 Nov 21, 4:57pm

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

 

 

Hycroft Mining Holding Corporation

(Name of Issuer)

 

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

44862P109

(CUSIP Number)

 

Jason Mudrick

Mudrick Capital Management, L.P.

527 Madison Avenue, 6th Floor

New York, New York 10022

(646) 747-9500

 

with a copy to:

 

Jaclyn L. Cohen, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 9, 2021

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

(1)  

NAME OF REPORTING PERSONS

 

Jason Mudrick

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

37,752,507*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

37,752,507*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

37,752,507*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

51.2%**

(14) 

TYPE OF REPORTING PERSON

 

IN

       

*            Reflects beneficial ownership as the sole member of each of Mudrick Capital GP, the general partner of Mudrick Capital; Mudrick Drawdown Fund GP, the general partner of Mudrick Drawdown Fund; Mudrick Drawdown Fund II GP, the general partner of Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC; Mudrick Senior Secured GP, the general partner of Mudrick Senior Secured Fund; and Mudrick GP, the general partner of Mudrick Opportunity Fund.

 

**          The calculation is based on 73,756,646 shares of HYMC Common Stock (as defined herein) outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “10-Q”) filed with the Securities and Exchange Commission on November 12, 2021, (ii) 22,473 stock units convertible into 22,473 shares of HYMC Common Stock, and (iii) 13,323,251 warrants held collectively by certain of the Mudrick Funds, which are exercisable into 13,323,251 shares of HYMC Common Stock.

 

 

       
(1)  

NAME OF REPORTING PERSONS

 

Mudrick Capital Management, L.P.

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

37,752,507*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

37,752,507*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

37,752,507*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

51.2%**

(14) 

TYPE OF REPORTING PERSON

 

IA

       

*             Reflects beneficial ownership as the investment manager of the Mudrick Funds.

 

**          The calculation is based on 73,756,646 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q, (ii) 22,473 stock units convertible into 22,473 shares of HYMC Common Stock, and (iii) 13,323,251 warrants held collectively by certain of the Mudrick Funds which are exercisable into 13,323,251 shares of HYMC Common Stock.

 

 

 

(1)  

NAME OF REPORTING PERSONS

 

Mudrick Capital Management, LLC

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

37,752,507*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

37,752,507*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

37,752,507*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

51.2%**

(14) 

TYPE OF REPORTING PERSON

 

OO

       

*             Reflects beneficial ownership as the general partner of Mudrick Capital (as defined herein).

 

**          The calculation is based on 73,756,646 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q, (ii) 22,473 stock units convertible into 22,473 shares of HYMC Common Stock, and (iii) 13,323,251 warrants held collectively by certain of the Mudrick Funds which are exercisable into 13,323,251 shares of HYMC Common Stock.

 

 

 

(1)  

NAME OF REPORTING PERSONS

 

Mudrick Distressed Opportunity Fund Global, L.P.

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

14,684,202*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

14,684,202*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,684,202*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

22.6%**

(14) 

TYPE OF REPORTING PERSON

 

PN

       

*            Reflects (i) 10,079,998 shares of HYMC Common Stock and (ii) 4,604,204 shares of HYMC Common Stock issuable upon the exercise of 4,604,204 warrants.

 

**          The calculation is based on 65,015,126 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 4,604,204 warrants exercisable into 4,604,204 shares of HYMC Common Stock.

 

 

 

(1)  

NAME OF REPORTING PERSONS

 

Mudrick GP, LLC

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

14,684,202*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

14,684,202*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,684,202*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

22.6%**

(14) 

TYPE OF REPORTING PERSON

 

OO

       

*            Reflects beneficial ownership as the general partner of Mudrick Opportunity Fund.

 

**          The calculation is based on 65,015,126 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 4,604,204 warrants exercisable into 4,604,204 shares of HYMC Common Stock.

 

 

 

(1)  

NAME OF REPORTING PERSONS

 

Mudrick Distressed Senior Secured Fund Global, L.P.

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

49,132*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

49,132*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

49,132*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%**

(14) 

TYPE OF REPORTING PERSON

 

PN

       

*            Reflects (i) 34,410 shares of HYMC Common Stock and (ii) 14,722 shares of HYMC Common Stock issuable upon the exercise of 14,722 warrants.

 

**          The calculation is based on 60,425,644 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 14,722 warrants exercisable into 14,722 shares of HYMC Common Stock.

 

 

 

(1)  

NAME OF REPORTING PERSONS

 

Mudrick Senior Secured Fund GP, LLC

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

49,132*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

49,132*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

49,132*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%**

(14) 

TYPE OF REPORTING PERSON

 

OO

       

*            Reflects beneficial ownership as the general partner of Mudrick Senior Secured Fund.

 

**          The calculation is based on 60,425,644 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 14,722 warrants exercisable into 14,722 shares of HYMC Common Stock.

 

 

 

(1)  

NAME OF REPORTING PERSONS

 

Mudrick Distressed Opportunity Drawdown Fund, L.P.

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

4,125,030*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

4,125,030*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,125,030*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.7%**

(14) 

TYPE OF REPORTING PERSON

 

PN

       

*            Reflects (i) 2,594,137 shares of HYMC Common Stock and (ii) 1,530,893 shares of HYMC Common Stock issuable upon the exercise of 1,530,893 warrants.

 

**          The calculation is based on 61,941,815 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 1,530,893 warrants exercisable into 1,530,893 shares of HYMC Common Stock.

 

 

 

 

(1)  

NAME OF REPORTING PERSONS

 

Mudrick Distressed Opportunity Drawdown Fund GP, LLC

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) ý

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

Number of
Shares

Beneficially

Owned by

Each

Reporting

Person

With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

4,125,030*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

4,125,030*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,125,030*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.7%**

(14) 

TYPE OF REPORTING PERSON

 

OO

       

*      Reflects beneficial ownership as the general partner of Mudrick Drawdown Fund.

 

**    The calculation is based on 61,941,815 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 1,530,893 warrants exercisable into 1,530,893 shares of HYMC Common Stock.

 

 

 

 

(1)  

NAME OF REPORTING PERSONS

 

Mudrick Distressed Opportunity Drawdown Fund II, L.P.

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) ý

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

3,873,868*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

3,873,868*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,873,868*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.2%**

(14) 

TYPE OF REPORTING PERSON

 

PN

       

*      Reflects (i) 2,156,395 shares of HYMC Common Stock and (ii) 1,717,473 shares of HYMC Common Stock issuable upon the exercise of 1,717,473 warrants.

 

**   The calculation is based on 62,128,395 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 1,717,473 warrants exercisable into 1,717,473 shares of HYMC Common Stock.

 

 

 

 

(1)  

NAME OF REPORTING PERSONS

 

Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) ý

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

1,244,498*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

1,244,498*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,244,498*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.0%**

(14) 

TYPE OF REPORTING PERSON

 

PN

       

*     Reflects (i) 622,249 shares of HYMC Common Stock and (ii) 622,249 shares of HYMC Common Stock issuable upon the exercise of 622,249 warrants.

 

**  The calculation is based on 61,033,171 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 622,249 warrants exercisable into 622,249 shares of HYMC Common Stock.

 

 

 

 

(1)  

NAME OF REPORTING PERSONS

 

Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

(2) 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) ý

 

(3) 

SEC USE ONLY

 

(4) 

SOURCE OF FUNDS

 

OO

(5) 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

(6) 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

 (7)  

SOLE VOTING POWER

 

0

 (8) 

SHARED VOTING POWER

 

5,118,366*

 (9) 

SOLE DISPOSITIVE POWER

 

0

 (10) 

SHARED DISPOSITIVE POWER

 

5,118,366*

(11) 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,118,366*

(12) 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13) 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.2%**

(14) 

TYPE OF REPORTING PERSON

 

OO

       

*     Reflects beneficial ownership as the general partner of Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC.

 

**  The calculation is based on62,750,644 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 2,339,722 warrants exercisable into 2,339,722 shares of HYMC Common Stock.

 

 

 

 

Item 1. Security and Issuer.

 

This Amendment No. 3 (“Amendment No.3”) amends and supplements the statement on Schedule 13D (as amended from time to time, the “Schedule 13D”) originally filed by the Reporting Persons on June 8, 2020, as amended by that certain amendment No. 1 (“Amendment No. 1”) to Schedule 13D filed by the Reporting Persons on June 1, 2021, and that certain amendment No. 2 (“Amendment No. 2”) to Schedule 13D filed by the Reporting Persons on June 10, 2021, and relates to the shares of Class A common stock, par value $0.0001 per share (the “HYMC Common Stock”), of Hycroft Mining Holding Corporation, a Delaware corporation (formerly known as Mudrick Capital Acquisition Corporation, the “Company” or “HYMC” or, prior to the business combination as described in the Schedule 13D, “MUDS”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D, Amendment No. 1 or Amendment No. 2. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 3 shall have the meaning assigned to such term in the Schedule 13D, Amendment No. 1 or Amendment No. 2.

 

Item 2. Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated as follows:

 

(a) This Statement is being jointly filed by:

 

(i)  Jason Mudrick, as: the sole member of each of Mudrick Capital GP, the general partner of Mudrick Capital; Mudrick Drawdown Fund GP, the general partner of Mudrick Drawdown Fund; Mudrick Drawdown Fund II GP, the general partner of Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC; Mudrick Senior Secured GP, the general partner of Mudrick Senior Secured Fund; and Mudrick GP, the general partner of Mudrick Opportunity Fund (in each case, as defined herein);

 

(ii)  Mudrick Capital Management, L.P., a Delaware limited partnership (“Mudrick Capital”), as the investment manager to certain accounts managed by Mudrick Capital (the “Managed Accounts”);

 

(iii)  Mudrick Capital Management, LLC, a Delaware limited liability company (“Mudrick Capital GP”), as the general partner of Mudrick Capital;

 

(iv)  Mudrick Distressed Opportunity Fund Global, L.P., a Cayman Islands limited partnership (“Mudrick Opportunity Fund”), with respect to the shares of HYMC Common Stock it beneficially owns directly;

 

(v)  Mudrick GP, LLC, a Delaware limited liability company (“Mudrick GP”), as the general partner of Mudrick Opportunity Fund;

 

(vi)  Mudrick Distressed Senior Secured Fund Global, L.P., a Delaware limited partnership (“Mudrick Senior Secured Fund”; and, together with Mudrick Opportunity Fund, Mudrick Drawdown Fund and the Managed Accounts, the “Initial Mudrick Subscribers”), with respect to the shares of HYMC Common Stock it beneficially owns directly;

 

(vii)Mudrick Senior Secured Fund GP, LLC, a Delaware limited liability company (“Mudrick Senior Secured GP”), as the general partner of Mudrick Senior Secured Fund;

 

(x)  Mudrick Distressed Opportunity Drawdown Fund, L.P., a Delaware limited partnership (“Mudrick Drawdown Fund”), with respect to the shares of HYMC Common Stock it beneficially owns directly;

 

(ix)  Mudrick Distressed Opportunity Drawdown Fund GP, LLC, a Delaware limited liability company (“Mudrick Drawdown Fund GP”), as the general partner of Mudrick Drawdown Fund;

 

(x)  Mudrick Distressed Opportunity Drawdown Fund II, L.P., a Delaware limited partnership (“Mudrick Drawdown Fund II”), with respect to the shares of HYMC Common Stock it beneficially owns directly;

 

(xi)  Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., a Delaware limited partnership (“Mudrick Drawdown Fund II SC”; and, together with Mudrick Drawdown Fund II and the Initial Mudrick Subscribers, the “Mudrick Funds”), with respect to the shares of HYMC Common Stock it beneficially owns directly; and

 

(xii)  Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, a Delaware limited liability company (“Mudrick Drawdown Fund II GP”), as the general partner of Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC.

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

(b) The business address of each Reporting Person and each other person identified in Item 2(a) above pursuant to General Instruction C to Schedule 13D is 527 Madison Avenue, 6th Floor, New York, NY 10022.

 

(c) The principal business of each of the Mudrick Funds is investing in securities. The principal business of Mudrick Capital is acting as the investment manager to the Managed Accounts. The principal business of Mudrick Capital GP is acting as the general partner of Mudrick Capital. The principal business of Mudrick GP is acting as the general partner of Mudrick Opportunity Fund. The principal business of Mudrick Senior Secured GP is acting as the general partner of Mudrick Senior Secured Fund. The principal business of Mudrick Drawdown Fund GP is acting as the general partner of Mudrick Drawdown Fund. The principal business of Mudrick Drawdown Fund II GP is acting as the general partner of Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC. The principal occupation of Mr. Mudrick is serving as the sole member of each of Mudrick Capital GP, Mudrick Drawdown Fund GP, Mudrick Drawdown Fund II GP, Mudrick Senior Secured GP, and Mudrick GP.

 

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.).

 

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Mr. Mudrick is a citizen of the United States of America.

 

 

 

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

On November 9, 2021, David Kirsch, Managing Director of Mudrick Capital, voluntarily resigned as Chairman and as a member of the board of directors of the Company. The resignation was not as a result of any disagreement with the Company.

 

The Reporting Persons intend to review their investment in the Company on a continuing basis. The Reporting Persons may, at any time or from time to time: (i) sell, transfer or otherwise dispose of Company Securities (as defined below) in public or private transactions, including in registered offerings; (ii) purchase or otherwise acquire shares of HYMC Common Stock or other securities of the Company, or instruments convertible into or exercisable for any such securities (collectively, “Company Securities”), in public or private transactions; (iii) cause Company Securities to be distributed in kind to its investors; (iv) exercise warrants to buy shares of HYMC Common Stock; (v) enter into derivatives or hedging transactions, relating to Company Securities; and/or (vi) enter into agreements with a broker intended to comply with the requirements of Rule 10b5-1(c)(1)(i) under the Securities Exchange Act of 1934, as amended, in each case, on such terms and at such times as the Reporting Persons may deem advisable, depending upon an ongoing evaluation of its investment in the Company, the price and availability of the Company’s securities, the Company’s business and the Company’s prospects, applicable legal restrictions, prevailing market conditions, other investment opportunities, tax considerations, liquidity requirements of such Reporting Person and/or other investment considerations. The Reporting Persons have in the past and will in the future discuss with members of the Company’s management and board of directors, other stockholders, and other persons matters relating to the business, affairs and operations of the Company, including discussing the various potential alternatives and strategies regarding the Company with others, including but not limited to interested market and industry participants or suggestions for improving the Company’s financial and/or operational performance. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, board structure (including board composition), or capital structure of the Company or potential corporate transactions as a means of enhancing stockholder value. In the course of these discussions, the Reporting Persons could consider, propose or suggest actions that could result in, among other things, any one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

 

The responses set forth on rows 7 through 13 of the cover pages of this Amendment No. 3 are incorporated by reference in this Item 5.  The beneficial ownership information that follows is as of November 12, 2021, assuming that the warrants and the stock units granted by the Company, in each case, beneficially owned by the Reporting Persons, are exercisable or converted, as applicable, as of such date.

 

(a) The Reporting Persons may be deemed to beneficially own an aggregate of 37,752,507 shares of HYMC Common Stock, including 13,323,251 shares of HYMC Common Stock issuable upon the exercise of warrants and 22,473 stock units convertible into 22,473 shares of HYMC Common Stock,, which constitutes approximately 51.2% of the outstanding shares of HYMC Common Stock, calculated in accordance with Rule 13d-3 under the Act (based on 73,756,646 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q, (ii) 22,473 stock units convertible into 22,473 shares of HYMC Common Stock, and (iii) 13,323,251 warrants held collectively by certain of the Mudrick Funds as described herein, which are exercisable into 13,323,251 shares of HYMC Common Stock). The filing of this Amendment No. 3 shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.

 

Mudrick Opportunity Fund may be deemed to beneficially own 10,079,998 shares of HYMC Common Stock and 4,604,204 shares of HYMC Common Stock issuable upon the exercise of 4,604,204 warrants, which represents approximately 22.7% of the outstanding shares of HYMC Common Stock (based on 65,015,126 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 4,604,204 warrants exercisable into 4,604,204 shares of HYMC Common Stock).

 

Mudrick GP may be deemed to beneficially own 10,079,998 shares of HYMC Common Stock and 4,604,204 shares of HYMC Common Stock issuable upon the exercise of 4,604,204 warrants, which represents approximately 22.6% of the outstanding shares of HYMC Common Stock (based on 65,015,126 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 4,604,204 warrants exercisable into 4,604,204 shares of HYMC Common Stock).

 

Mudrick Senior Secured Fund and Mudrick Senior Secured GP may be deemed to beneficially own 34,410 shares of HYMC Common Stock and 14,722 shares of HYMC Common Stock issuable upon the exercise of 14,722 warrants, which represents approximately 0.1% of the outstanding shares of HYMC Common Stock (based on 60,425,644 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 14,722 warrants exercisable into 14,722 shares of HYMC Common Stock).

 

Mudrick Drawdown Fund and Mudrick Drawdown Fund GP may be deemed to beneficially own 2,594,137 shares of HYMC Common Stock and 1,530,893 shares of HYMC Common Stock issuable upon the exercise of 1,530,893 warrants, which represents approximately 6.7% of the outstanding shares of HYMC Common Stock (based on 61,941,815 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 1,530,893 warrants exercisable into 1,530,893 shares of HYMC Common Stock).

 

Mudrick Drawdown Fund II may be deemed to beneficially own 2,156,395 shares of HYMC Common Stock and 1,717,473 shares of HYMC Common Stock issuable upon the exercise of 1,717,473 warrants, which represents approximately 6.2% of the outstanding shares of HYMC Common Stock (based on 62,128,395 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 1,717,473 warrants exercisable into 1,717,473 shares of HYMC Common Stock).

 

Mudrick Drawdown Fund II SC may be deemed to beneficially own 622,249 shares of HYMC Common Stock and 622,249 shares of HYMC Common Stock issuable upon the exercise of 622,249 warrants, which represents approximately 2.0% of the outstanding shares of HYMC Common Stock (based on 61,033,171 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 622,249 warrants exercisable into 622,249 shares of HYMC Common Stock).

 

Mudrick Drawdown Fund II GP may be deemed to beneficially own 2,778,644 shares of HYMC Common Stock and 2,339,722 shares of HYMC Common Stock issuable upon the exercise of 2,339,722 warrants, which represents approximately 8.2% of the outstanding shares of HYMC Common Stock (based on 62,750,644 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 2,339,722 warrants exercisable into 2,339,722 shares of HYMC Common Stock).

 

 

 

 

Each of Mr. Mudrick, Mudrick Capital and Mudrick Capital GP may be deemed to beneficially own an aggregate of 24,406,783 shares of HYMC Common Stock and 13,323,251 shares of HYMC Common Stock warrants, which constitutes approximately 51.2% of the outstanding shares of HYMC Common Stock (based on 73,756,646 shares of HYMC Common Stock outstanding, which includes (i) the 60,410,922 shares of HYMC Common Stock outstanding as of November 10, 2021, as set forth in the 10-Q and (ii) 13,323,251 warrants held collectively by certain of the Mudrick Funds as described herein, which are exercisable into 13,323,251 shares of HYMC Common Stock).

 

By virtue of the relationship described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act. As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the securities of the Company beneficially owned by members of the group as a whole. The filing of this Amendment No. 3 shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

 

(b) The number of shares of HYMC Common Stock as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows 7 through 10 of the cover pages hereof.

 

(c) The Reporting Persons have not effected any transactions in securities of the Company during the past 60 days.

 

(d) No person other than the Reporting Persons is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of any securities covered by this Schedule 13D.

 

(e) Not applicable.

 

 

 

 

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.

 

Dated: November 12, 2021

 

 JASon Mudrick  
  
 By:/s/ Jason Mudrick
  Name:Jason Mudrick
  
 Mudrick Capital Management, L.P.  
  
 By: Mudrick Capital Management, LLC its general partner  
  
 By:/s/ Jason Mudrick
  Name:Jason Mudrick
  TitleSole Member
  
 Mudrick Capital Management, LLC  
  
 By:/s/ Jason Mudrick
  Name:Jason Mudrick
  TitleSole Member
  
 MUDRICK GP, LLC
  
 By:/s/ Jason Mudrick
  Name:Jason Mudrick  
  TitleSole Member

 

 

 

 

 Mudrick Distressed Senior Secured Fund Global, L.P.
  
 By: Mudrick Senior Secured Fund GP, LLC, its general partner
  
 By:/s/ Jason Mudrick
  Name:Jason Mudrick
  TitleSole Member
  
 Mudrick Senior Secured Fund GP, LLC
  
 By:/s/ Jason Mudrick
  Name:Jason Mudrick
  TitleSole Member
  
 Mudrick Distressed Opportunity Drawdown Fund, L.P.
  
 By: Mudrick Distressed Opportunity Drawdown Fund GP, LLC, its general partner
  
 By:/s/ Jason Mudrick
  Name:Jason Mudrick
  TitleSole Member

 

 

 

 

 Mudrick Distressed Opportunity Drawdown Fund GP, LLC
  
 By:/s/ Jason Mudrick
  Name:Jason Mudrick
  TitleSole Member
 
 Mudrick Distressed Opportunity Drawdown Fund II, L.P.
  
 By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner
  
 By:/s/ Jason Mudrick
  Name:Jason Mudrick
  TitleSole Member
 
 Mudrick Distressed Opportunity Drawdown Fund GP II, LLC
  
 By:/s/ Jason Mudrick
  Name:Jason Mudrick
  TitleSole Member
  
 Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.
  
 By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner
  
 By:/s/ Jason Mudrick
  Name:Jason Mudrick
  TitleSole Member