Prospectus Supplement No. 1
(to prospectus dated May 20, 2021)
Filed pursuant to Rule 424(b)(3)
Registration No. 333-239840
 
IMAGE_01.JPG
 
HYCROFT MINING HOLDING CORPORATION 
960,867,645 shares of Common Stock
13,489,999 Warrants
37,500,212 shares of Common Stock Issuable upon Exercise of the Warrants

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 20, 2021 (the “Prospectus”), related to: (1) the issuance by us of (i) up to 34,289,999 shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of Hycroft Mining Holding Corporation, a Delaware corporation (the “Company,” “we,” “our”), that may be issued upon exercise of warrants, including the public warrants, private placement warrants, forward purchase warrants and PIPE warrants (as such terms are defined in the Prospectus) at an exercise price of $11.50 per share of Common Stock, and (ii) up to 3,210,213 shares of Common Stock that may be issued upon exercise of the Seller warrants (as such term is defined in the Prospectus) at an exercise price, as of the date of this prospectus supplement, of $41.26 per share upon the exercise of 12,721,623 Seller warrants, each currently exercisable into approximately 0.27411 shares of Common Stock, which exercise price and number of shares may fluctuate under the terms of the Seller Warrant Agreement; and (2) the offer and sale, from time to time, by the Selling Securityholders (as defined in the Prospectus) or their permitted transferees of up to (i) 60,867,645 shares of Common Stock, and (ii) up to 13,489,999 warrants to purchase shares of Common Stock, including the private placement warrants, forward purchase warrants and PIPE warrants, with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on May 24, 2021 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Stock, our public warrants, and the Seller warrants are listed on The Nasdaq Stock Market LLC, or NASDAQ, under the symbols “HYMC,” “HYMCW,” and “HYMCZ,” respectively. On May 21, 2021, the last reported sales price of our Common Stock was $3.85 per share, the last reported sales price of our public warrants was $0.6978 per warrant, and the last reported sales price of our Seller warrants was $0.3750 per warrant.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 13 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


The date of this prospectus supplement is May 24, 2021






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 24, 2021

HYCROFT MINING HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-38387
82-2657796
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
8181 E. Tufts Avenue, Suite 510
Denver, Colorado
80237
(Address of Principal Executive Offices)
(Zip Code)

(303) 253-3267
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, par value $0.0001 per share HYMC
The Nasdaq Capital Market
Warrants to purchase Common Stock HYMCW
The Nasdaq Capital Market
Warrants to purchase Common Stock HYMCZ
The Nasdaq Capital Market
Warrants to purchase Common Stock HYMCL
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders (the "Annual Meeting") of Hycroft Mining Holding Corporation (the "Company") held on May 24, 2021, the Company's stockholders voted on the following proposals:
1.To elect eight directors to each serve on the Company’s Board of Directors (the “Board”) until the 2022 Annual Meeting of stockholders or until her or his successor is elected and qualified with the votes cast as follows:
Directors
For
Withheld
Broker Non-Votes
David Kirsch
49,816,187
52,198
2,157,855
Diane R. Garrett, Ph.D.
49,848,289
20,096
2,157,855
Eugene Davis
48,409,297
1,459,088
2,157,855
Michael Harrison
49,824,372
44,013
2,157,855
Stephen A. Lang
49,629,554
238,831
2,157,855
David Naccarati
49,848,373
20,012
2,157,855
Thomas Weng
49,823,868
44,517
2,157,855
Marni Wieshofer
49,703,442
164,943
2,157,855
2.To ratify the Board’s audit committee’s selection of Plante & Moran PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2021with the votes cast as follows:

For
Against
Abstain
Broker Non-Votes
51,970,945
32,848
22,447
0
3



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 24, 2021 Hycroft Mining Holding Corporation
By:
/s/ Stanton Rideout
Stanton Rideout
Executive Vice President and Chief Financial Officer






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