SEC Form SC 13D/A filed by Hycroft Mining Holding Corporation (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 13)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

March 21, 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 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).  

*       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 206,004,360 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) 6,233,761 shares issuable upon the exercise of warrants in the aggregate directly held by certain of the Mudrick Funds.

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

**       The calculation is based on 206,004,360 shares of HYMC Common Stock (as defined herein) outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 6,233,761 shares issuable upon the exercise of warrants in the aggregate directly held by certain of the Mudrick Funds.

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

**       The calculation is based on 206,004,360 shares of HYMC Common Stock (as defined herein) outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 6,233,761 shares issuable upon the exercise of warrants in the aggregate directly held by certain of the Mudrick Funds.

*       Reflects (i) 1,816,433 shares of HYMC Common Stock and (ii) shares of HYMC Common Stock issuable upon the exercise of 1,935,072 warrants.

**       The calculation is based on 201,705,671 shares of HYMC Common Stock outstanding, which includes the (1) Outstanding HYMC Shares, and (ii) 1,935,072 shares issuable upon the exercise of warrants directly held by Mudrick Opportunity Fund.

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

**       The calculation is based on 201,705,671 shares of HYMC Common Stock outstanding, which includes the (1) Outstanding HYMC Shares, and (ii) 1,935,072 shares issuable upon the exercise of warrants directly held by Mudrick Opportunity Fund.

*       Reflects (i) 467,466 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.

*       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.

*       Reflects shares of HYMC Common Stock issuable upon the exercise of 1,316,446 warrants.

**       The calculation is based on 201,087,045 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,316,446 shares issuable upon the exercise of warrants directly held by Mudrick Drawdown Fund II.

*       Reflects shares of HYMC Common Stock issuable upon the exercise of 513,438 warrants.

**       The calculation is based on 200,284,037 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 513,438 shares issuable upon the exercise of warrants held by Mudrick Drawdown Fund II SC.

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

**       The calculation is based on 201,600,483 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,829,884 shares issuable upon the exercise of warrants directly held by Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC.

This Amendment No. 13 (“Amendment No. 13”) 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, 2023, amendment No. 8 (“Amendment No. 8”) to Schedule 13D filed by the Reporting Persons on February 2, 2023, amendment No. 9 (“Amendment No. 9”) to Schedule 13D filed by the Reporting Persons on February 7, 2023, amendment No. 10 (“Amendment No. 10”) to Schedule 13D filed by the Reporting Persons on February 23, 2023, amendment No. 11 (“Amendment No. 11”) to Schedule 13D filed by the Reporting Persons on March 7, 2023, and amendment No. 12 (“Amendment No. 12”) to Schedule 13D filed by the Reporting Persons on March 15, 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. 13 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. 13 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 March 15, 2023 and through and including March 21, 2023, the Reporting Persons sold, in the aggregate, 2,501,825 shares of HYMC Common Stock and 13,838 warrants exercisable into 13,838 shares of HYMC Common Stock, as detailed in Annex A to this Amendment No. 13, which is incorporated herein by reference. As a result of such sales, the Reporting Persons ceased to beneficially own more than 5% of HYMC Common Stock.

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. 13 are incorporated by reference in this Item 5. The beneficial ownership information that follows is as of March 21, 2023, after giving effect to the transactions reported in this Amendment No. 13, 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 10,124,983 shares of HYMC Common Stock, including 6,233,761 shares of HYMC Common Stock issuable upon the exercise of warrants, which constitutes approximately 4.9% of the outstanding shares of HYMC Common Stock, calculated in accordance with Rule 13d-3 under the Act (based on 206,004,360 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) 6,233,761 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. 13 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 1,816,433 shares of HYMC Common Stock and 1,935,072 shares of HYMC Common Stock issuable upon the exercise of 1,935,072 warrants, which represents approximately 1.9% of the outstanding shares of HYMC Common Stock (based on 201,705,671 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,935,072 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 467,466 shares of HYMC Common Stock and 542,614 shares of HYMC Common Stock issuable upon the exercise of 542,614 warrants, which represents approximately 0.5% 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 1,316,446 shares of HYMC Common Stock issuable upon the exercise of 1,316,446 warrants, which represents approximately 0.7% of the outstanding shares of HYMC Common Stock (based on 201,087,045 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,316,446 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 513,438 shares of HYMC Common Stock issuable upon the exercise of 513,438 warrants, which represents approximately 0.3% of the outstanding shares of HYMC Common Stock (based on 200,284,037 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 513,438 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 1,829,884 shares of HYMC Common Stock issuable upon the exercise of 1,829,884 warrants, which represents approximately 0.9% of the outstanding shares of HYMC Common Stock (based on 201,600,483 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,829,884 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 3,891,222 shares of HYMC Common Stock and 6,233,761 shares issuable upon the exercise of warrants, which constitutes approximately 4.9% of the outstanding shares of HYMC Common Stock (based on 206,004,360 shares of HYMC Common Stock outstanding, which includes (i) Outstanding HYMC Shares, and (ii) 6,233,761 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. 13 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 March 15, 2023 and through and including March 21, 2023, the Reporting Persons effected transactions in HYMC Common Stock and warrants as detailed in Annex A to this Amendment No. 13, 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) As of March 21, 2023, the Reporting Persons ceased to beneficially own more than 5% of HYMC Common Stock and this Amendment No. 13 is the final amendment of the Schedule 13D and an exit filing for the Reporting Persons.

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: March 22, 2023

Annex A

Transactions

The following table sets forth all transactions by the Reporting Persons in HYMC Common Stock and warrants since March 15, 2023 and through and including March 21, 2023.

* 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.

† On behalf of Managed Accounts.