UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
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)
Roger
W. Bivans
Baker
& McKenzie LLP
1900
N. Pearl Street, Suite 1500
Dallas,
Texas 75201
(214)
978-3095
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March
25, 2022
(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 PERSON:
Eric
Sprott
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) ☒
(b) ☐
|
3 |
SEC
USE ONLY:
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
AF
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e):
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
Canada
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7 |
SOLE
VOTING POWER:
23,408,2401
|
8 |
SHARED
VOTING POWER:
0
|
9 |
SOLE
DISPOSITIVE POWER:
23,408,2401
|
10 |
SHARED
DISPOSITIVE POWER:
0
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
23,408,240
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.9%2
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
|
1 |
The
23,408,240 shares of Class A common stock, par value $0.0001 per
share (“Common Stock”), of Hycroft Mining Holding
Corporation (the “Issuer”) are held of record by 2176423
Ontario Ltd. (“2176423 Ontario”). 2176423 Ontario also holds
a warrant to acquire 23,408,240 shares of Common Stock, but the
terms and conditions of such warrant preclude 2176423 Ontario from
exercising the warrant to the extent that such exercise would cause
2176423 Ontario (together with its affiliates) to beneficially own
in excess of 9.8% of the shares of Common Stock of the Issuer
immediately after such exercise. Eric Sprott controls 2176423
Ontario and has the power to direct the voting and disposition of
Common Stock held by the entity through his ownership interests in
2176423 Ontario. |
|
2 |
The
percentage set forth in Row 13 of this Cover Page is calculated
based on 196,803,459 shares of Common Stock outstanding on March
31, 2022, as set forth in the Issuer’s Form 10-K filed on March 31,
2022 (the “Form 10-K”). |
1 |
NAME
OF REPORTING PERSON:
2176423
Ontario Ltd.
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) ☒
(b) ☐
|
3 |
SEC
USE ONLY:
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
WC
|
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e):
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
Ontario
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7 |
SOLE
VOTING POWER:
23,408,240
|
8 |
SHARED
VOTING POWER:
0
|
9 |
SOLE
DISPOSITIVE POWER:
23,408,240
|
10 |
SHARED
DISPOSITIVE POWER:
0
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
23,408,240
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
11.9%3
|
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
|
|
3 |
The
percentage set forth in Row 13 of this Cover Page is calculated
based on 196,803,459 shares of Common Stock outstanding on March
31, 2022, as set forth in the Issuer’s Form 10-K. |
This Amendment No. 2 (this
“Amendment”) is being filed to update the percentage of
shares beneficially owned by the Reporting Persons (as defined
herein) to reflect the limitation contained in the terms and
conditions of the warrant held of record by 2176423 Ontario (as
defined herein) which precludes 2176423 Ontario from exercising
such warrant to the extent that such exercise would cause 2176423
Ontario (together with its affiliates) to beneficially own in
excess of 9.8% of the shares of the Issuer’s Common Stock (as
defined herein) immediately after such exercise. As a result of
such beneficial ownership limitation, the Reporting Persons are not
deemed to beneficially own any shares of Common Stock that would
otherwise be issuable upon exercise of such warrant.
Item
1. Security and Issuer
This statement on Schedule 13D (this “Statement”) relates to
relates to the Class A common stock, par value $0.0001 per share
(the “Common Stock”), of Hycroft Mining Holding Corporation,
a Delaware corporation (the “Issuer”). The address of the
Issuer’s principal executive office is 8181 E. Tufts Avenue, Suite
510, Denver, Colorado 80237.
Item
2. Identity and Background
This Statement is being filed by and on behalf of Eric Sprott
(“Mr. Sprott”) and 2176423 Ontario Ltd. (“2176423
Ontario”, and together with Mr. Sprott, the “Reporting
Persons”). Mr. Sprott’s principal occupation is as an investor
through a holding company which he beneficially owns, 2176423
Ontario. The business address of the Reporting Persons is 200 Bay
Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario
M5J 2J1. Mr. Sprott is a Canadian citizen and 2176423 Ontario
exists under the Business Corporations Act (Ontario).
During the last five years, the Reporting Persons have not (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a 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.
Item
3. Source and Amount of Funds or Other Consideration
On March 15, 2022, the Issuer completed a private placement to
2176423 Ontario for 23,408,240 units (“Units”) at a purchase
price per Unit of $1.193, with each Unit consisting of one share of
the Issuer’s Common Stock and one warrant to purchase a share of
Common Stock, for gross proceeds of approximately $28 million. The
source of funds for acquiring the Common Stock described herein was
the working capital of 2176423 Ontario.
Item
4. Purpose of Transaction
The Reporting Persons acquired the Common Stock in the Issuer for
investment purposes.
The Reporting Persons will continuously evaluate the Issuer’s
businesses and prospects, alternative investment opportunities and
all other factors deemed relevant in determining whether additional
shares of Common Stock will be acquired by the Reporting Person or
whether the Reporting Person will dispose of any shares of Common
Stock. Any actions the Reporting Person might undertake may be made
at any time and from time to time without prior notice and will be
dependent upon the Reporting Person’s review of numerous factors,
including, but not limited to: an ongoing evaluation of the
Issuer’s business, financial condition, operations and prospects;
price levels of the Issuer’s securities; general market, industry
and economic conditions; the relative attractiveness of alternative
business and investment opportunities; and other future
developments. At any time, the Reporting Persons may acquire
additional shares of Common Stock of the Issuer, or retain or sell
some or all of shares of Common Stock owned by the Reporting
Persons then held, subject to applicable law, in either case in the
open market, in privately negotiated transactions or otherwise.
Other than as described in this Statement, the Reporting Persons do
have any current plans or proposals which relate to or would result
in any of the matters described in Items 4(a)-(j) of the
Instructions to Schedule 13D. However, as part of the ongoing
evaluation of the investment in the Common Stock and investment
alternatives, the Reporting Persons may consider such matters in
the future and, subject to applicable law, may formulate a plan
with respect to such matters, and, from time to time, the Reporting
Persons may hold discussions with or make formal proposals to
management or the board of directors of the Issuer, other
stockholders of the Issuer or other third parties regarding such
matters.
Item
5. Interest in Securities of the Issuer
(a)
The information provided on the cover pages to this Statement are
hereby incorporated by reference. As of the close of business on
March 25, 2022, the Reporting Persons acquired or have been
granted, and for the purposes of Rule 13d-3 of the Exchange Act,
beneficially own, an aggregate of 23,408,240 shares of Common
Stock, which represents roughly 11.9% of the 196,803,459 shares of
Common Stock outstanding as of March 31, 2022 based on the number
of outstanding shares of Common Stock reported by the Issuer on
such date. 2176423 Ontario also holds a warrant to acquire
23,408,240 shares of Common Stock, but the terms and conditions of
such warrant preclude 2176423 Ontario from exercising the warrant
to the extent that such exercise would cause 2176423 Ontario
(together with its affiliates) to beneficially own in excess of
9.8% of the shares of Common Stock of the Issuer immediately after
such exercise.
(b) The responses in rows 7, 8, 9 and 10 of the cover pages to this
Statement are hereby incorporated by reference.
(c) Except for the transaction described in Item 3 of this
Statement, the Reporting Persons have not engaged in any
transaction during the past 60 days involving the Common Stock of
the Issuer.
(d) No person, other than the Reporting Persons, is known by 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, Common Stock reported in this Statement.
(e) Not applicable.
Item
6. Contracts, Arrangements, Understandings Or Relationships With
Respect To Securities Of The Issuer
The
Reporting Persons’ response to Item 3 and Item 4 of this Statement
is incorporated by reference into this Item 6.
Item
7. Material to be Filed as Exhibit
SIGNATURES
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:
April 13, 2022
|
2176423 Ontario
Ltd. |
|
|
|
|
By: |
/s/ Eric
Sprott |
|
Name: |
Eric
Sprott |
|
Title: |
President |
|
|
|
|
By: |
/s/ Eric
Sprott |
|
Name: |
Eric
Sprott |
6
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