SC 13D/A 1 tm238729d1_sc13da.htm SC 13D/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

SCHEDULE 13D

(Rule 13d-101)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 11)

 

 

 

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)

 

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)

 

March 3, 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

 

 

(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

 

15,461,246*

  (9)  

SOLE DISPOSITIVE POWER

 

0

  (10)  

SHARED DISPOSITIVE POWER

 

15,461,246*

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,461,246*

(12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.5%**

(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 206,018,198 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) 6,247,599 shares issuable upon the exercise of warrants in the aggregate directly held by certain of the Mudrick Funds.

 

2

 

 

       
               
(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

 

15,461,246*

  
  (9)  

SOLE DISPOSITIVE POWER

 

0

  
  (10)  

SHARED DISPOSITIVE POWER

 

15,461,246*

  
(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,461,246*

(12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.5%**

(14)  

TYPE OF REPORTING PERSON

 

IA

                     

 

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

 

**       The calculation is based on 206,018,198 shares of HYMC Common Stock (as defined herein) outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 6,247,599 shares issuable upon the exercise of warrants in the aggregate directly held by certain of the Mudrick Funds.

 

3

 

 

(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

 

15,461,246*

  (9)  

SOLE DISPOSITIVE POWER

 

0

  (10)  

SHARED DISPOSITIVE POWER

 

15,461,246*

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,461,246*

(12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.5%**

(14)  

TYPE OF REPORTING PERSON

 

OO

             

 

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

 

**       The calculation is based on 206,018,198 shares of HYMC Common Stock (as defined herein) outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 6,247,599 shares issuable upon the exercise of warrants in the aggregate directly held by certain of the Mudrick Funds.

 

4

 

 

               
(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

 

6,238,788*

  
  (9)  

SOLE DISPOSITIVE POWER

 

0

  
  (10)  

SHARED DISPOSITIVE POWER

 

6,238,788*

  
(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,238,788*

  
(12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

  
(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.1%**

  
(14)  

TYPE OF REPORTING PERSON

 

PN

  
                             

 

*       Reflects (i) 4,300,950 shares of HYMC Common Stock and (ii) shares of HYMC Common Stock issuable upon the exercise of 1,937,838 warrants.

 

**       The calculation is based on 201,708,437 shares of HYMC Common Stock outstanding, which includes the (1) Outstanding HYMC Shares, and (ii) 1,937,838 shares issuable upon the exercise of warrants directly held by Mudrick Opportunity Fund.

 

5

 

 

 

         
  (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

 

6,238,788*

    (9)  

SOLE DISPOSITIVE POWER

 

0

    (10)  

SHARED DISPOSITIVE POWER

 

6,238,788*

  (11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,238,788*

  (12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

  (13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.1%**

  (14)  

TYPE OF REPORTING PERSON

 

OO

                     

 

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

 

**       The calculation is based on 201,708,437 shares of HYMC Common Stock outstanding, which includes the (1) Outstanding HYMC Shares, and (ii) 1,937,838 shares issuable upon the exercise of warrants directly held by Mudrick Opportunity Fund.

 

6

 

 

 

(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

 

1,649,482*

  (9)  

SOLE DISPOSITIVE POWER

 

0

  (10)  

SHARED DISPOSITIVE POWER

 

1,649,482*

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,649,482*

(12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8%**

(14)  

TYPE OF REPORTING PERSON

 

PN

             

 

*       Reflects (i) 1,106,868 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.

 

7

 

 

(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

 

1,649,482*

  (9)  

SOLE DISPOSITIVE POWER

 

0

  (10)  

SHARED DISPOSITIVE POWER

 

1,649,482*

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,649,482*

(12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.8%**

(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.

 

8

 

 

(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

 

1,322,903*

  (9)  

SOLE DISPOSITIVE POWER

 

0

  (10)  

SHARED DISPOSITIVE POWER

 

1,322,903*

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,322,903*

(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 1,322,903 warrants.

 

**       The calculation is based on 201,093,502 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,322,903 shares issuable upon the exercise of warrants directly held by Mudrick Drawdown Fund II.

 

9

 

 

(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

 

516,110*

  (9)  

SOLE DISPOSITIVE POWER

 

0

  (10)  

SHARED DISPOSITIVE POWER

 

516,110*

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

516,110*

(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 516,110 warrants.

 

**       The calculation is based on 200,286,709 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 516,110 shares issuable upon the exercise of warrants held by Mudrick Drawdown Fund II SC.

 

10

 

 

(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

 

1,839,013*

  (9)  

SOLE DISPOSITIVE POWER

 

0

  (10)  

SHARED DISPOSITIVE POWER

 

1,839,013*

(11)  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,839,013*

(12)  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

(13)  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.9%**

(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 201,609,612 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,839,013 shares issuable upon the exercise of warrants directly held by Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC.

 

11

 

 

This Amendment No. 11 (“Amendment No. 11”) 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, and amendment No. 10 (“Amendment No. 10”) to Schedule 13D filed by the Reporting Persons on February 23, 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. 11 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. 11 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 23, 2023 and through and including March 6, 2023, the Reporting Persons sold, in the aggregate, 2,161,461 shares of HYMC Common Stock and 206,153 warrants exercisable into 206,153 shares of HYMC Common Stock, as detailed in Annex A to this Amendment No. 11, 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. 11 are incorporated by reference in this Item 5. The beneficial ownership information that follows is as of March 6, 2023, after giving effect to the transactions reported in this Amendment No. 11, 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 15,461,246 shares of HYMC Common Stock, including 6,247,599 shares of HYMC Common Stock issuable upon the exercise of warrants, which constitutes approximately 7.5% of the outstanding shares of HYMC Common Stock, calculated in accordance with Rule 13d-3 under the Act (based on 206,018,198 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) 6,247,599 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. 11 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 4,300,950 shares of HYMC Common Stock and 1,937,838 shares of HYMC Common Stock issuable upon the exercise of 1,937,838 warrants, which represents approximately 3.1% of the outstanding shares of HYMC Common Stock (based on 201,708,437 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,937,838 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 1,106,868 shares of HYMC Common Stock and 542,614 shares of HYMC Common Stock issuable upon the exercise of 542,614 warrants, which represents approximately 0.8% 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).

 

12

 

 

Mudrick Drawdown Fund II may be deemed to beneficially own 1,322,903 shares of HYMC Common Stock issuable upon the exercise of 1,322,903 warrants, which represents approximately 0.7% of the outstanding shares of HYMC Common Stock (based on 201,093,502 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,322,903 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 516,110 shares of HYMC Common Stock issuable upon the exercise of 516,110 warrants, which represents approximately 0.3% of the outstanding shares of HYMC Common Stock (based on 200,286,709 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 516,110 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 1,839,013 shares of HYMC Common Stock issuable upon the exercise of 1,839,013 warrants, which represents approximately 0.9% of the outstanding shares of HYMC Common Stock (based on 201,609,612 shares of HYMC Common Stock outstanding, which includes the (i) Outstanding HYMC Shares, and (ii) 1,839,013 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 9,213,647 shares of HYMC Common Stock and 6,247,599 shares issuable upon the exercise of warrants, which constitutes approximately 7.5% of the outstanding shares of HYMC Common Stock (based on 206,018,198 shares of HYMC Common Stock outstanding, which includes (i) Outstanding HYMC Shares, and (ii) 6,247,599 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. 11 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 23, 2023 and through and including March 6, 2023, the Reporting Persons effected transactions in HYMC Common Stock and warrants as detailed in Annex A to this Amendment No. 11, 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.

 

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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 7, 2023

 

  JASON MUDRICK
   
  By: /s/ Jason Mudrick
    Name: Jason Mudrick
   
  MUDRICK CAPITAL MANAGEMENT, L.P.
   
 

By: Mudrick Capital Management, LLC its general partner

  By: /s/ Jason Mudrick
    Name: Jason Mudrick
    Title: Sole Member
   
  MUDRICK CAPITAL 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

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  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

 

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Annex A

 

Transactions

 

The following table sets forth all transactions by the Reporting Persons in HYMC Common Stock and warrants since February 23, 2023 and through and including March 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 2/23/2023 HYMC Common Stock 121,153 $0.3762 $0.37 to $0.387
Mudrick Drawdown Fund 2/23/2023 HYMC Common Stock 31,180 $0.3762 $0.37 to $0.387
Mudrick Capital† 2/23/2023 HYMC Common Stock 107,206 $0.3762 $0.37 to $0.387
Mudrick Opportunity Fund 2/23/2023 Warrants 71 $0.0531 $0.05 to $0.0595
Mudrick Drawdown Fund II 2/23/2023 Warrants 165 $0.0531 $0.05 to $0.0595
Mudrick Drawdown Fund II SC 2/23/2023 Warrants 68 $0.0531 $0.05 to $0.0595
Mudrick Capital† 2/23/2023 Warrants 49 $0.0531 $0.05 to $0.0595
Mudrick Opportunity Fund 2/24/2023 HYMC Common Stock 245,079 $0.3704 $0.37 to $0.3865
Mudrick Drawdown Fund 2/24/2023 HYMC Common Stock 63,073 $0.3704 $0.37 to $0.3865
Mudrick Capital† 2/24/2023 HYMC Common Stock 216,866 $0.3704 $0.37 to $0.3865
Mudrick Opportunity Fund 2/24/2023 Warrants 200 $0.0512 $0.05 to $0.054
Mudrick Drawdown Fund II 2/24/2023 Warrants 467 $0.0512 $0.05 to $0.054
Mudrick Drawdown Fund II SC 2/24/2023 Warrants 193 $0.0512 $0.05 to $0.054
Mudrick Capital† 2/24/2023 Warrants 140 $0.0512 $0.05 to $0.054
Mudrick Opportunity Fund 2/27/2023 HYMC Common Stock 172,826 $0.3833 $0.3657 to $0.4041
Mudrick Drawdown Fund 2/27/2023 HYMC Common Stock 44,477 $0.3833 $0.3657 to $0.4041
Mudrick Capital† 2/27/2023 HYMC Common Stock 152,930 $0.3833 $0.3657 to $0.4041
Mudrick Opportunity Fund 2/27/2023 Warrants 40,776 $0.0602 $0.06 to $0.0744
Mudrick Drawdown Fund II 2/27/2023 Warrants 95,190 $0.0602 $0.06 to $0.0744
Mudrick Drawdown Fund II SC 2/27/2023 Warrants 39,395 $0.0602 $0.06 to $0.0744
Mudrick Capital† 2/27/2023 Warrants 28,639 $0.0602 $0.06 to $0.0744
Mudrick Opportunity Fund 2/28/2023 HYMC Common Stock 113,190 $0.3841 $0.38 to $0.41
Mudrick Drawdown Fund 2/28/2023 HYMC Common Stock 29,130 $0.3841 $0.38 to $0.41
Mudrick Capital† 2/28/2023 HYMC Common Stock 100,160 $0.3841 $0.38 to $0.41
Mudrick Opportunity Fund 2/28/2023 Warrants 160 $0.06 $0.06 to $0.06
Mudrick Drawdown Fund II 2/28/2023 Warrants 373 $0.06 $0.06 to $0.06
Mudrick Drawdown Fund II SC 2/28/2023 Warrants 155 $0.06 $0.06 to $0.06
Mudrick Capital† 2/28/2023 Warrants 112 $0.06 $0.06 to $0.06
Mudrick Opportunity Fund 3/1/2023 HYMC Common Stock 93,360 $0.3766 $0.3673 to $0.397
Mudrick Drawdown Fund 3/1/2023 HYMC Common Stock 24,027 $0.3766 $0.3673 to $0.397
Mudrick Capital† 3/1/2023 HYMC Common Stock 82,613 $0.3766 $0.3673 to $0.397
Mudrick Opportunity Fund 3/2/2023 HYMC Common Stock 93,360 $0.3692 $0.36 to $0.3786
Mudrick Drawdown Fund 3/2/2023 HYMC Common Stock 24,027 $0.3692 $0.36 to $0.3786
Mudrick Capital† 3/2/2023 HYMC Common Stock 82,613 $0.3692 $0.36 to $0.3786
Mudrick Opportunity Fund 3/3/2023 HYMC Common Stock 76,645 $0.3809 $0.37 to $0.3899
Mudrick Drawdown Fund 3/3/2023 HYMC Common Stock 19,725 $0.3809 $0.37 to $0.3899
Mudrick Capital† 3/3/2023 HYMC Common Stock 67,821 $0.3809 $0.37 to $0.3899
Mudrick Opportunity Fund 3/6/2023 HYMC Common Stock 93,360 $0.3637 $0.3528 to $0.3935
Mudrick Drawdown Fund 3/6/2023 HYMC Common Stock 24,027 $0.3637 $0.3528 to $0.3935
Mudrick Capital† 3/6/2023 HYMC Common Stock 82,613 $0.3637 $0.3528 to $0.3935

 

* 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.

 

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