SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Hycroft Mining Holding Corporation |
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share |
(Title of Class of
Securities)
(CUSIP Number)
Jason Mudrick
Mudrick Capital Management, L.P.
527 Madison Avenue, 6th Floor
New York, New York 10022
(646) 747-9500 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6, 2023
(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
20,164,550* |
|
(9) |
|
SOLE DISPOSITIVE POWER
0 |
|
(10) |
|
SHARED DISPOSITIVE POWER
20,164,550* |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,164,550* |
(12) |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%** |
(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;
and Mudrick GP, the general partner of Mudrick Opportunity Fund.
** The calculation is based
on 206,288,472 shares of HYMC Common Stock (as defined herein) outstanding, which includes (i) 199,770,599 shares of HYMC Common Stock
outstanding as of October 31, 2022, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission (“SEC”) on November 1, 2022 (the “Outstanding HYMC Shares”), and (ii) 6,517,873 shares issuable upon
the exercise of warrants in the aggregate directly held by certain of the Mudrick Funds.
|
|
|
|
|
|
|
|
|
|
|
|
(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
20,164,550* |
|
|
(9) |
|
SOLE DISPOSITIVE POWER
0 |
|
|
(10) |
|
SHARED DISPOSITIVE POWER
20,164,550* |
|
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,164,550* |
(12) |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%** |
(14) |
|
TYPE OF REPORTING PERSON
IA |
|
|
|
|
|
|
|
|
|
|
|
* Reflects beneficial ownership
as the investment manager of the Mudrick Funds.
** The calculation is based
on 206,288,472 shares of HYMC Common Stock (as defined herein) outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 6,517,873
shares issuable upon the exercise of warrants in the aggregate directly held by certain of the Mudrick Funds.
(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
20,164,550* |
|
(9) |
|
SOLE DISPOSITIVE POWER
0 |
|
(10) |
|
SHARED DISPOSITIVE POWER
20,164,550* |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,164,550* |
(12) |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%** |
(14) |
|
TYPE OF REPORTING PERSON
OO |
|
|
|
|
|
|
|
* Reflects beneficial ownership
as the general partner of Mudrick Capital (as defined herein).
** The calculation is based
on 206,288,472 shares of HYMC Common Stock (as defined herein) outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 6,517,873
shares issuable upon the exercise of warrants in the aggregate directly held by certain of the Mudrick Funds.
|
|
|
|
|
|
|
|
(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
8,362,157* |
|
|
(9) |
|
SOLE DISPOSITIVE POWER
0 |
|
|
(10) |
|
SHARED DISPOSITIVE POWER
8,362,157* |
|
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,362,157* |
|
(12) |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%** |
|
(14) |
|
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Reflects (i) 6,370,296 shares
of HYMC Common Stock and (ii) shares of HYMC Common Stock issuable upon the exercise of 1,991,861 warrants.
** The calculation is based
on 201,762,460 shares of HYMC Common Stock outstanding, which includes the (1) Outstanding HYMC Shares, and (ii) 1,991,861 shares issuable
upon the exercise of warrants directly held by Mudrick Opportunity Fund.
|
|
|
|
|
|
(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
8,362,157* |
|
|
(9) |
|
SOLE DISPOSITIVE POWER
0 |
|
|
(10) |
|
SHARED DISPOSITIVE POWER
8,362,157* |
|
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,362,157* |
|
(12) |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%** |
|
(14) |
|
TYPE OF REPORTING PERSON
OO |
|
|
|
|
|
|
|
|
|
|
|
* Reflects beneficial ownership
as the general partner of Mudrick Opportunity Fund.
** The calculation is based
on 201,762,460 shares of HYMC Common Stock outstanding, which includes the (1) Outstanding HYMC Shares, and (ii) 1,991,861 shares issuable
upon the exercise of warrants directly held by Mudrick Opportunity Fund.
(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
2,182,041* |
|
(9) |
|
SOLE DISPOSITIVE POWER
0 |
|
(10) |
|
SHARED DISPOSITIVE POWER
2,182,041* |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,182,041* |
(12) |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%** |
(14) |
|
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
|
|
* Reflects (i) 1,639,427 shares
of HYMC Common Stock and (ii) shares of HYMC Common Stock issuable upon the exercise of 542,614 warrants.
** The calculation is based
on 200,313,213 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 542,614 shares issuable
upon the exercise of warrants directly held by Mudrick Drawdown Fund.
(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) 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
2,182,041* |
|
(9) |
|
SOLE DISPOSITIVE POWER
0 |
|
(10) |
|
SHARED DISPOSITIVE POWER
2,182,041* |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,182,041* |
(12) |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%** |
(14) |
|
TYPE OF REPORTING PERSON
OO |
|
|
|
|
|
|
|
* Reflects beneficial ownership
as the general partner of Mudrick Drawdown Fund.
** The calculation is based
on 200,313,213 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 542,614 shares issuable
upon the exercise of warrants directly held by Mudrick Drawdown Fund.
(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) 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
1,449,019* |
|
(9) |
|
SOLE DISPOSITIVE POWER
0 |
|
(10) |
|
SHARED DISPOSITIVE POWER
1,449,019* |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,449,019* |
(12) |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%** |
(14) |
|
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
|
|
* Reflects shares of HYMC
Common Stock issuable upon the exercise of 1,449,019 warrants.
** The calculation is based
on 201,219,618 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,449,019 shares issuable
upon the exercise of warrants directly held by Mudrick Drawdown Fund II.
(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) 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
568,303* |
|
(9) |
|
SOLE DISPOSITIVE POWER
0 |
|
(10) |
|
SHARED DISPOSITIVE POWER
568,303* |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,303* |
(12) |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%** |
(14) |
|
TYPE OF REPORTING PERSON
PN |
|
|
|
|
|
|
|
* Reflects shares of HYMC
Common Stock issuable upon the exercise of 568,303 warrants.
** The calculation is based
on 200,338,902 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 568,303 shares issuable
upon the exercise of warrants held by Mudrick Drawdown Fund II SC.
(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) 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
2,017,322* |
|
(9) |
|
SOLE DISPOSITIVE POWER
0 |
|
(10) |
|
SHARED DISPOSITIVE POWER
2,017,322* |
(11) |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,017,322* |
(12) |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
(13) |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%** |
(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
on 201,787,921 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 2,017,322 shares issuable
upon the exercise of warrants directly held by Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC.
This Amendment No. 9 (“Amendment No.
9”) 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 amendment No. 1 (“Amendment No. 1”) to Schedule
13D filed by the Reporting Persons on June 1, 2021, amendment No. 2 (“Amendment No. 2”) to Schedule 13D filed by the
Reporting Persons on June 10, 2021, amendment No. 3 (“Amendment No. 3”) to Schedule 13D filed by the Reporting Persons
on November 12, 2021, amendment No. 4 (“Amendment No. 4”) to Schedule 13D filed by the Reporting Persons on March 17,
2022, amendment No. 5 (“Amendment No. 5”) to Schedule 13D filed by the Reporting Persons on December 2, 2022, amendment
No. 6 (“Amendment No. 6”) to Schedule 13D filed by the Reporting Persons on December 9, 2022, amendment No. 7 (“Amendment
No. 7”) to Schedule 13D filed by the Reporting Persons on January 20, 2022, and amendment No. 8 (“Amendment No. 8”)
to Schedule 13D filed by the Reporting Persons on February 2, 2023, 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”). Except as specifically provided herein, this Amendment No. 9
does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used
but not defined in this Amendment No. 9 shall have the meaning assigned to such term in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and
supplemented as follows:
Since February 2, 2023 and through and including
February 6, 2023, the Reporting Persons sold, in the aggregate, 1,300,439 shares of HYMC Common Stock and 6,028,090 warrants exercisable
into 6,028,090 shares of HYMC Common Stock, as detailed in Annex A to this Amendment No. 9, which is incorporated herein by reference.
Item 5. Interest in Securities of the Company.
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. 9 are incorporated by reference in this Item 5. The beneficial ownership information
that follows is as of February 6, 2023, after giving effect to the transactions reported in this Amendment No. 9, assuming that the warrants
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 20,164,550 shares of HYMC Common Stock, including 6,517,873 shares of HYMC Common Stock issuable upon the exercise
of warrants, which constitutes approximately 9.8% of the outstanding shares of HYMC Common Stock, calculated in accordance with Rule 13d-3
under the Act (based on 206,288,472 shares of HYMC Common Stock outstanding, which includes (i) 199,770,599 shares of HYMC Common Stock
outstanding as of October 31, 2022, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 1,
2022 (the “Outstanding HYMC Shares”), and (ii) 6,517,873 shares issuable upon the exercise of warrants directly held collectively
by certain of the Mudrick Funds as described herein). The filing of this Amendment No. 9 shall not be construed as an admission that a
Reporting Person beneficially owns those shares held by any other Reporting Person.
Mudrick Opportunity Fund and Mudrick GP may be
deemed to beneficially own 6,370,296 shares of HYMC Common Stock and 1,991,861 shares of HYMC Common Stock issuable upon the exercise
of 1,991,861 warrants, which represents approximately 4.1% of the outstanding shares of HYMC Common Stock (based on 201,762,460 shares
of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,991,861 shares issuable upon the exercise
of warrants directly held by Mudrick Opportunity Fund).
Mudrick Drawdown Fund and Mudrick Drawdown Fund
GP may be deemed to beneficially own 1,639,427 shares of HYMC Common Stock and 542,614 shares of HYMC Common Stock issuable upon the exercise
of 542,614 warrants, which represents approximately 1.1% of the outstanding shares of HYMC Common Stock (based on 200,313,213 shares of
HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 542,614 shares issuable upon the exercise of warrants
directly held by Mudrick Drawdown Fund).
Mudrick Drawdown Fund II may be deemed to beneficially
own 1,449,019 shares of HYMC Common Stock issuable upon the exercise of 1,449,019 warrants, which represents approximately 0.7% of the
outstanding shares of HYMC Common Stock (based on 201,219,618 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding
HYMC Shares, and (ii) 1,449,019 issuable under upon the exercise of warrants directly held by Mudrick Drawdown Fund II).
Mudrick Drawdown Fund II SC may be deemed to beneficially
own 568,303 shares of HYMC Common Stock issuable upon the exercise of 568,303 warrants, which represents approximately 0.3% of the outstanding
shares of HYMC Common Stock (based on 200,338,902 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares,
and (ii) 568,303 shares issuable upon the exercise of warrants directly held by Mudrick Drawdown Fund II SC).
Mudrick Drawdown Fund II GP may be deemed to beneficially
own 2,017,322 shares of HYMC Common Stock issuable upon the exercise of 2,017,322 warrants, which represents approximately 1.0% of the
outstanding shares of HYMC Common Stock (based on 201,787,921 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding
HYMC Shares, and (ii) 2,017,322 shares issuable upon the exercise of warrants directly held by Mudrick Drawdown Fund II and Mudrick Drawdown
Fund II SC).
Each of Mr. Mudrick, Mudrick Capital and Mudrick
Capital GP may be deemed to beneficially own an aggregate of 13,646,677 shares of HYMC Common Stock and 6,517,873 shares issuable upon
the exercise of warrants, which constitutes approximately 9.8% of the outstanding shares of HYMC Common Stock (based on 206,288,472 shares
of HYMC Common Stock outstanding, which includes (i) Outstanding HYMC Shares, and (ii) 6,517,873 shares issuable upon the exercise of
warrants held collectively by certain of the Mudrick Funds as described herein).
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. The filing of
this Amendment No. 9 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) Since February 2, 2023 and through and including
February 6, 2023, the Reporting Persons effected transactions in HYMC Common Stock and warrants as detailed in Annex A to this Amendment
No. 9, which is incorporated herein by reference.
(d) Under certain circumstances, partners, members
or shareholders of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, securities owned by such Reporting Person.
(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: February 7, 2023
|
JASON MUDRICK |
|
|
|
By: |
/s/ Jason Mudrick |
|
|
Name: |
Jason Mudrick |
|
|
|
MUDRICK CAPTIAL MANAGEMENT, L.P. |
|
|
|
By:
Mudrick Capital Management, LLC, its general partner
|
|
By: |
/s/ Jason Mudrick |
|
|
Name: |
Jason Mudrick |
|
|
Title: |
Sole Member |
|
|
|
MUDRICK CAPTIAL MANAGEMENT, LLC |
|
|
|
By: |
/s/ Jason Mudrick |
|
|
Name |
Jason Mudrick |
|
|
Title: |
Sole Member |
|
|
|
MUDRICK DISTRESSED OPPORTUNITY FUND GLOBAL, L.P. |
|
|
|
By: Mudrick GP, LLC, its general partner |
|
By: |
/s/ Jason Mudrick |
|
|
Name |
Jason Mudrick |
|
|
Title: |
Sole Member |
|
|
|
MUDRICK GP, LLC |
|
|
|
By: |
/s/ Jason Mudrick |
|
|
Name |
Jason Mudrick |
|
|
Title: |
Sole 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 |
|
|
Title |
Sole Member |
|
|
|
|
|
Mudrick Distressed Opportunity Drawdown Fund GP, LLC |
|
|
|
By: |
/s/ Jason Mudrick |
|
|
Name: |
Jason Mudrick |
|
|
Title |
Sole 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 |
|
|
Title |
Sole Member |
|
|
|
|
|
Mudrick
Distressed Opportunity Drawdown Fund II GP, LLC |
|
|
|
By: |
/s/ Jason Mudrick |
|
|
Name: |
Jason Mudrick |
|
|
Title |
Sole 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 |
|
|
Title |
Sole Member |
Annex A
Transactions
The following table sets forth all
transactions by the Reporting Persons in HYMC Common Stock and warrants since February 2, 2023 and through and including February 6, 2023.
Reporting Person |
Date of Transaction |
Securities Sold |
Number of Securities Sold |
Price Per Share / Warrant (as applicable)* |
Price Range (inclusive)* |
Mudrick Opportunity Fund |
2/2/2023 |
HYMC Common Stock |
140,246 |
$0.603 |
$0.59 to $0.6191 |
Mudrick Drawdown Fund |
2/2/2023 |
HYMC Common Stock |
36,093 |
$0.603 |
$0.59 to $0.6191 |
Mudrick Capital† |
2/2/2023 |
HYMC Common Stock |
124,100 |
$0.603 |
$0.59 to $0.6191 |
Mudrick Opportunity Fund |
2/3/2023 |
HYMC Common Stock |
186,721 |
$0.5732 |
$0.564 to $0.5875 |
Mudrick Drawdown Fund |
2/3/2023 |
HYMC Common Stock |
48,054 |
$0.5732 |
$0.564 to $0.5875 |
Mudrick Capital† |
2/3/2023 |
HYMC Common Stock |
165,225 |
$0.5732 |
$0.564 to $0.5875 |
Mudrick Opportunity Fund |
2/3/2023 |
Warrants |
482,180 |
$0.0575 |
$0.055 to $0.06 |
Mudrick Drawdown Fund |
2/3/2023 |
Warrants |
186,399 |
$0.0575 |
$0.055 to $0.06 |
Mudrick Drawdown Fund II |
2/3/2023 |
Warrants |
26,047 |
$0.0575 |
$0.055 to $0.06 |
Mudrick Capital† |
2/3/2023 |
Warrants |
533,464 |
$0.0575 |
$0.055 to $0.06 |
Mudrick Opportunity Fund |
2/6/2023 |
HYMC Common Stock |
280,081 |
$0.5294 |
$0.521 to $0.5553 |
Mudrick Drawdown Fund |
2/6/2023 |
HYMC Common Stock |
72,080 |
$0.5294 |
$0.521 to $0.5553 |
Mudrick Capital† |
2/6/2023 |
HYMC Common Stock |
247,839 |
$0.5294 |
$0.521 to $0.5553 |
Mudrick Opportunity Fund |
2/6/2023 |
Warrants |
1,884,606 |
$0.025** |
N/A |
Mudrick Drawdown Fund |
2/6/2023 |
Warrants |
728,541 |
$0.025** |
N/A |
Mudrick Drawdown Fund II |
2/6/2023 |
Warrants |
101,802 |
$0.025** |
N/A |
Mudrick Capital† |
2/6/2023 |
Warrants |
2,085,051 |
$0.025** |
N/A |
* Except as otherwise
noted, the number of securities reported represents an aggregate number of shares executed by a broker-dealer in multiple open market
transactions over a range of prices. The price per share reported represents the weighted average price (without regard to brokerage commissions).
The applicable Reporting Person undertakes to provide the staff of the SEC upon request, the number of shares executed by such Reporting
Person at each separate price within the range.
** Reflects price of warrants
sold in a privately negotiated transaction.
† On
behalf of Managed Accounts.
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