0001104659-21-075250.txt : 20210601 0001104659-21-075250.hdr.sgml : 20210601 20210601193730 ACCESSION NUMBER: 0001104659-21-075250 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210528 FILED AS OF DATE: 20210601 DATE AS OF CHANGE: 20210601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Capital Management, L.P. CENTRAL INDEX KEY: 0001655183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38387 FILM NUMBER: 21987267 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747 9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity Drawdown Fund II, L.P. CENTRAL INDEX KEY: 0001763080 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38387 FILM NUMBER: 21987265 BUSINESS ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747-9500 MAIL ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC CENTRAL INDEX KEY: 0001813765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38387 FILM NUMBER: 21987264 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-747-9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. CENTRAL INDEX KEY: 0001813394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38387 FILM NUMBER: 21987263 BUSINESS ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 747-9500 MAIL ADDRESS: STREET 1: C/O MUDRICK CAPITAL MANAGEMENT, L.P. STREET 2: 527 MADISON AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mudrick Distressed Opportunity Drawdown Fund GP, LLC CENTRAL INDEX KEY: 0001813630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38387 FILM NUMBER: 21987266 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-747-9500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HYCROFT MINING HOLDING CORP CENTRAL INDEX KEY: 0001718405 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 822657796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 6467479500 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Mudrick Capital Acquisition Corp DATE OF NAME CHANGE: 20171002 4 1 tm2118074-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-05-28 0 0001718405 HYCROFT MINING HOLDING CORP HYMC 0001655183 Mudrick Capital Management, L.P. 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 1 0 1 0 0001813630 Mudrick Distressed Opportunity Drawdown Fund GP, LLC 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 1 0 1 0 0001763080 Mudrick Distressed Opportunity Drawdown Fund II, L.P. 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 1 0 1 0 0001813765 Mudrick Distressed Opportunity Drawdown Fund II GP, LLC 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 1 0 1 0 0001813394 Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. 527 MADISON AVENUE 6TH FLOOR NEW YORK NY 10022 1 0 1 0 Class A Common Stock 2021-05-28 4 J 0 4813180 0 D 25183978 I See Notes Warrants 11.50 2020-06-28 Class A Common Stock 10495892 10495892 I See Notes Warrants 10.50 2020-10-06 2025-10-06 Class A Common Stock 3222222 3222222 I See Notes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6). See Exhibit 99.1 for text of footnote (7). Exhibit 99.1 (Form 4 Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 has been split into two filings filed by designated filer Mudrick Capital Management, L.P., because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. This is the first of the two filings. See Exhibit 99.2 2021-06-01 EX-99.1 2 tm2118074d2_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Name and Address of Reporting Person:

Mudrick Capital Management, L.P.

527 Madison Avenue

6th Floor

New York, NY 10022

Issuer Name and Ticker or Trading Symbol:

Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

May 28, 2021

Footnotes to Form 4

This statement is being filed by the following Reporting Persons: Mudrick Capital Management, L.P. (“Mudrick Capital”); Jason Mudrick, Mudrick Capital Acquisition Holdings LLC (“Sponsor”); Mudrick Capital Management, LLC (“Mudrick Capital GP”); Mudrick Distressed Opportunity Fund Global, L.P. (“Mudrick Opportunity Fund”); Mudrick Distressed Opportunity Specialty Fund, L.P. (“Mudrick Specialty Fund”); Mudrick GP, LLC (“Mudrick GP”); Mudrick Distressed Senior Secured Fund Global, L.P. (“Mudrick Senior Secured Fund”); Mudrick Senior Secured Fund GP, LLC (“Mudrick Senior Secured Fund GP”); Mudrick Distressed Opportunity Drawdown Fund, L.P. (“Mudrick Drawdown Fund”); Mudrick Distressed Opportunity Drawdown Fund GP, LLC (“Mudrick Drawdown Fund GP”); Mudrick Distressed Opportunity Drawdown Fund II, L.P. (“Mudrick Drawdown Fund II”); Mudrick Distressed Opportunity Drawdown Fund II GP, LLC (“Mudrick Drawdown Fund II GP”); and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. (“Mudrick Drawdown Fund II SC”).

On May 27, 2021, the Sponsor distributed 4,813,180 shares of Class A Common Stock and 9,200,000 warrants to purchase one share, representing all of the securities of the Issuer owned by Sponsor, to its members on a pro rata basis for no additional consideration in accordance with Sponsor’s organizational documents.

Represents 25,183,978 shares of Class A Common Stock held as follows: 10,079,998 shares of Class A Common Stock by Mudrick Opportunity Fund; 777,195 by Mudrick Specialty Fund; 2,594,137 by Mudrick Drawdown Fund; 2,156,395 by Mudrick Drawdown Fund II; 622,249 by Mudrick Drawdown Fund II SC; 34,410 by Mudrick Senior Secured Fund; and 8,927,600 by the Managed Accounts.

4.	Represents warrants to purchase shares of Class A Common Stock as follows: 3,960,148 by Mudrick Opportunity Fund; 1,530,893 by Mudrick Drawdown Fund; 394,863 by Mudrick Specialty Fund; 14,722 by Mudrick Senior Secured Fund; 213,920 by Mudrick Drawdown Fund II; and 4,381,346 by the Managed Accounts.

5.	These warrants expire May 29, 2025, or earlier upon their redemption or the liquidation of the Issuer. These warrants may be redeemed, at a price of $0.01 per warrant, if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the notice of redemption is sent to the warrant holders; however, for so long as the Sponsor (or a permitted transferee under the applicable warrant agreement) continues to hold the warrants, the warrants may not be redeemed.

6.	Represents warrants to purchase shares of Class A Common Stock previously acquired as part of a unit consisting of one share of Class A Common Stock and one warrant as follows: 644,056 by Mudrick Opportunity Fund; 1,503,553 by Mudrick Drawdown Fund II; 622,249 by Mudrick Drawdown Fund II SC; and 452,364 by the Managed Accounts.

Mudrick Capital is the managing member of Sponsor, is the investment manager of each of the Mudrick Funds and has voting and investment discretion with respect to the securities held by the Sponsor and the Mudrick Funds. Jason Mudrick is 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, 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 and Mudrick Specialty Fund. As such, Mudrick Capital, Mudrick Capital GP and Jason Mudrick may be deemed to have beneficial ownership of the equity securities of the Issuer owned by the Sponsor and the Mudrick Funds, Mudrick Drawdown Fund GP may be deemed to have beneficial ownership of the securities owned by Mudrick Drawdown Fund, Mudrick Drawdown Fund II GP may be deemed to have beneficial ownership of the securities owned by Mudrick Drawdown Fund II, Mudrick Senior Secured Fund GP may be deemed to beneficially own the securities owned by Mudrick Senior Secured Fund, and Mudrick GP may be deemed to beneficially own the securities owned by Mudrick Opportunity Fund and Mudrick Specialty Fund. The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests.

EX-99.2 3 tm2118074d2_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:	Jason Mudrick

Address of Joint Filer:	c/o Mudrick Capital Management, L.P. 527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

By:

/s/ Jason Mudrick

Name:	Jason Mudrick
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Capital Management, LLC

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Capital Management, LLC

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	Managing Member
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Capital Management, L.P.

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Capital Management, L.P.

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	President
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Capital Acquisition Holdings LLC

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Capital Acquisition Holdings LLC

By:	Mudrick Capital Management, L.P., its managing member

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	President
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Opportunity Fund Global, L.P.

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity Fund Global, L.P.

By: Mudrick GP, LLC

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	Sole Member
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Opportunity Specialty Fund, LP

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity Specialty Fund, LP

By: Mudrick GP, LLC

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	Sole Member
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick GP, LLC

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick GP, LLC

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	Sole Member
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Senior Secured Fund Global, L.P.

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Senior Secured Fund Global, L.P.

By: Mudrick Senior Secured Fund GP, LLC

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	Sole Member
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Senior Secured Fund GP, LLC

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Senior Secured Fund GP, LLC

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	Sole Member
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Opportunity Drawdown Fund, L.P.

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021


Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity Drawdown Fund, L.P.

By: Mudrick Distressed Opportunity Drawdown Fund GP, LLC

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	Sole Member
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Opportunity Drawdown Fund GP, LLC

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity Drawdown Fund GP, LLC

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	Sole Member
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Opportunity Drawdown Fund II, L.P.

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity Drawdown Fund II, L.P.

By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	Sole Member
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	Sole Member
Date:	June 1, 2021

Joint Filer Information

Name of Joint Filer:	Mudrick Distressed Opportunity Drawdown Fund II SC, LP

Address of Joint Filer:	527 Madison Avenue 6th Floor New York, NY 10022

Relationship of Joint Filer to Issuer:	10% Owner; Director

Issuer Name and Ticker or Trading Symbol:	Hycroft Mining Holding Corporation [HYMC]

Date of Earliest Transaction Required to be Reported:	May 28, 2021

Designated Filer:	Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity Drawdown Fund II SC, LP

By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

/s/ Jason Mudrick
By:	Jason Mudrick
Title:	Sole Member
Date:	June 1, 2021