March 12, 2020

Jason Mudrick
Chief Executive Officer
Mudrick Capital Acquisition Corporation
527 Madison Avenue, 6th Floor
New York, NY 10022

       Re: Mudrick Capital Acquisition Corporation
           Registration Statement on Form S-4
           Filed February 14, 2020
           File No. 333-236460

Dear Mr. Mudrick:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form S-4 Filed February 14, 2020

Questions and Answers About the Proposals for MUDS Stockholders, page 8

1.     Please disclose here the estimated voting power of the Seller upon the
closing of the initial
       business combination. We note your disclosure elsewhere at page 38 that
the Seller will
       have "relative majority" voting power for the combined entity.
Q: What are the specific proposals on which I am being asked to vote at the
MUDS special
meeting?
Proposal No. 7, page 9

2.     We note that your forum selection provision identifies the Court of
Chancery of the State
       of Delaware as the exclusive forum for certain stockholder litigation
except "any action to
       enforce any liability or duty under the Securities Act or the Exchange
Act for which
 Jason Mudrick
FirstName LastNameJason Mudrick
Mudrick Capital Acquisition Corporation
Comapany2020
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         federal courts have exclusive jurisdiction." If this provision does
not apply to actions
         arising under the Securities Act, please ensure that your disclosure
and the exclusive
         forum provision in your Second Amended and Restated Certificate of
Incorporation states
         this clearly. In this regard, we note that Section 22 of the
Securities Act creates
         concurrent jurisdiction for federal and state courts, rather than
exclusive federal
         jurisdiction, over all suits brought to enforce any duty or liability
created by the Securities
         Act or the rules and regulations thereunder.
Summary Term Sheet, page 25

3.       The value of the aggregate consideration of $537,000 disclosed here
and elsewhere
         appears inconsistent with your computation of preliminary estimated
consideration of
         $589,435 disclosed on page 171. Please reconcile and revise your
disclosures as
         appropriate.

4.       Please revise page 28 to include additional details to describe the
conflict of interests
         related to Mr. Mudrick and Mudrick Capital Management and its
affiliated funds. In this
         regard, please describe the related interests in and affiliation with
the Seller. We note
         related disclosures on page 98.
Risks Related to MUDS and the Business Combination
Sponsor, certain members of the MUDS Board and certain of MUDS' officers have
interests,
page 61

5.       Please tell us, and revise, as appropriate, to clarify whether Mr.
Mudrick participated in
         the initial business combination discussions with the Seller. Please
also identify the
         members of your board and management who will continue to hold
positions at the
         combined entity.
Background of the Business Combination, page 96

6.       We note that Mudrick Capital Acquisition Corporation sent written
proposals to five
         potential targets other than Hycroft Mining Corporation. Please expand
the discussion to
         describe how the consideration of these target businesses progressed
during the period
         when Mudrick was considering the transaction with Hycroft and disclose
the reasons why
         these alternative targets were not ultimately pursued.
7.       We note that in the middle of June 2019, Hycroft Mining Corporation
began to explore
         alternative transactions. We further note that Hycroft received
proposals from potential
         investors identified as "X" and "Y." Please describe in greater detail
the material
         attributes of these alternative equity investments, how the
consideration of these
         opportunities progressed and why each particular opportunity was not
pursued.
 Jason Mudrick
FirstName LastNameJason Mudrick
Mudrick Capital Acquisition Corporation
Comapany2020
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Summary of Greenhill's Financial Analysis
Selected Comparable Company Analysis, page 122

8.       We note that Greenhill derived an implied enterprise value range of
$53.0 million to
         $717.0 million based on the low and high implied enterprise values for
the Seller. Please
         disclose the relative size and attributes of the companies selected
for the comparable
         company analysis.
The Business Combination, page 127

9.       We are unable to locate the financial model included as Table 10-6 in
the Hycroft
         Technical report as referenced on page 127 of your filing. Please
advise.
The Business Combination
Sources and Uses for the Business Combination, page 134

10.      Please disclose the intended uses of the "Remaining Cash" that will
remain on the books
         of HYMC as a result of the business combination.
The Purchase Agreement and Related Agreements
Amended and Restated Registration Rights Agreement, page 159

11.      When available, please revise to disclose the approximate number of
Class A shares of
         HYMC common stock which you will be required to register pursuant to
the Amended
         and Restated Registration Rights Agreement. We note your description
of "Registrable
         Security" in Annex D.
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Condensed Combined Balance Sheet, page 165

12.      We note your disclosure on page 36 and elsewhere that 3,584,615 shares
of MUDS Class
         B common stock will be surrendered. Please show us how this
transaction is reflected in
         your pro forma balance sheet and in the computation of pro forma
shares on page 176.
         Revise your disclosures as appropriate.
Note 1. Basis of Presentation
Accounting for the Business Combination, page 169

13.      You state that the Business Combination will be accounted for as a
reverse
         recapitalization with Hycroft Mining Corporation ("Seller") treated as
the accounting
         acquirer and Mudrick Capital Acquisition Corporation ("MUDS") treated
as the acquired
         company. Please tell us why you believe that Hycroft is the accounting
acquirer as it
         appears from the disclosures on page 176 that Seller's common
stockholders (excluding
         Lien Noteholders) will own approximately less than 1% of the equity
interest in the
 Jason Mudrick
FirstName LastNameJason Mudrick
Mudrick Capital Acquisition Corporation
Comapany2020
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         combined entity. Please provide us a comprehensive analysis of the
factors considered
         pursuant to ASC 805-10-55-11 through 55-15 to support your conclusion
and clarify your
         disclosures. In this regard, please disclose how you considered the
composition of the
         board of directors upon the consummation of business combination and
which party has
         the ability to elect or appoint or to remove a majority of the board
of directors of the
         combined entity.
14.      It appears that retained earnings of Mudrick Capital is carried over
in the pro forma
         combined balance sheet. Considering your disclosure that Mudrick has
been treated as the
         acquired company, explain to us how this is appropriate and revise as
necessary.
Notes to the Unaudited pro Forma Condensed Combined Financial Statements
2. Adjustment to the Unaudited Pro Forma Condensed Combined Balance Sheet as of
September
30, 2019, page 172

15.      Please disclose the number of shares issued, canceled or redeemed for
each of the equity
         transaction disclosed here and reconcile such transactions and share
computations to the
         disclosures in table of estimated pro forma shares on page 176.
16.      Please explain in detail stockholder's equity adjustment 2(c)(4) and
show the computation
         of MUDS Class A common stock that are distributed to existing owners
of Seller common
         stock.
17.      Please explain to us the basis for the adjustment 2(g)(4) relating to
reduction of $25.7
         million of 2.0 Lien notes and clarify the disclosures.
4. Adjustments to the Unaudited Pro Forma Condensed Statement of Operations for
the Year
Ended December 31, 2018, page 175

18.      Please show us where the effect of the obligations relating to $54.7
million of New
         Subordinated notes have been included in adjustment 4(e).
5. Pro Forma Loss Per Share, page 176

19.      Please revise to provide the computations of number of shares for each
party, disclosing
         separately each of the underlying transactions. In addition, please
reconcile the
         transactions and share calculations disclosed here to such disclosures
on page 27 and 292
         and revise as necessary.
Information about Seller and the Hycroft Business, page 197

20.      Please revise to disclose the total cost for or book value of the
property and its associated
         plant and equipment. See Item 1304(b)(2)(iii) of Regulation S-K.
21.      Please revise to disclose the cut-off grade for the mineral resource
estimate and the
         assumed metallurgical recovery factor. See Item 1304(d)(1) of
Regulation S-K. In the
         case of a variable net smelter return (NSR) cut-off consider including
a range of NSR
 Jason Mudrick
FirstName LastNameJason Mudrick
Mudrick Capital Acquisition Corporation
Comapany2020
March 12, NameMudrick Capital Acquisition Corporation
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         values.
22.      Please revise to disclose the cut-off grade, the metallurgical
recovery factor, and the point
         of reference for the mineral reserve estimate. See Item 1304(d)(1) of
Regulation S-K. In
         the case of a variable net smelter return (NSR) cut-off consider
including a range of NSR
         values.
23.      Please revise to include the information required under Item
1304(f)(1) of Regulation S-K
         for first time reporting of reserves and resources including a brief
discussion of the
         material assumptions and criteria in the disclosure and cite
corresponding sections of the
         technical report summary.
Seller's Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources, page 238

24.      Please expand your discussion to disclose your expected capital
expenditures for the year
         ended December 31, 2020. In this regard, we note your disclosure on
page 52 that you
         expect to incur "considerable" expenditures relating to your new
two-stage pre-oxidation
         and leach process. Refer to Item 303(a)(2)(i) of Regulation S-K.
Beneficial Ownership of Securities , page 292

25.      Please disclose the natural person or persons who directly or
indirectly exercise sole or
         shared voting or investment control over the shares that will be held
by each of Whitebox
         Advisors, Highbridge Capital Management LLC, Aristeia Capital, LLC and
Wolverine
         Asset Management, LLC. Refer to Item 403 of Regulation S-K and
Exchange Act Rule
         13d-3.
Exhibit 96.1, page II-8

26.      Please provide the disclosures required by Item 601 paragraphs
         (b)(96)(iii)(B)(10)(ii) and (b)(96)(iii)(B)(10)(v) of Regulation S-K
regarding mineral
         processing and metallurgical testing.
27.      Please define and explain component 1 and component 2 as used in Table
11-7 on page
         144 regarding variogram parameters.
28.      We are unable to locate the back-up cost assumptions in Section 10 and
in Section
         14.9.1.1 as referenced on page 158 of your technical report summary.
Please advise.
29.      Please disclose the reason for using the selected price with respect
to your mineral
         resources. See Item 601(b)(96)(iii)(B)(11)(iii) and Item 1302(d)(2) of
Regulation S-K.
30.      Please provide the disclosures required by Item 601 paragraphs
         (b)(96)(iii)(B)(11)(v) and (b)(96)(iii)(B)(11)(vii) of Regulation S-K
regarding mineral
         resource estimates.
 Jason Mudrick
Mudrick Capital Acquisition Corporation
March 12, 2020
Page 6
31.   Please provide the disclosures required by Item
601(b)(96)(iii)(B)(12)(vi) of Regulation
      S-K regarding mineral reserve estimates.
32.   We note that you plan to leach sulfide ore rather than oxide ore. Please
tell us if you
      considered Item 601(b)(96)(iii)(B)(14)(iv) of Regulation S-K in your
assessment of
      processing and recovery methods.
33.   Please provide the disclosures required by Item
601(b)(96)(iii)(B)(17)(vi) of Regulation
      S-K regarding environmental studies, permitting, and plans negotiations
or agreement
      with local individuals or groups.
34.   Please revise the title of paragraph (25) to "Reliance on Information
Provided by the
      Registrant" and provide the disclosures required by Item 1302(f)(2) of
Regulation S-K.
      Additionally, explain the basis for the inclusion of "other experts" in
this section.
General

35.   Please clarify whether the company will be a "controlled company" under
the definition of
      the NASDAQ stock exchange following the consummation of the business
combination
      and provide appropriate disclosure on the prospectus cover page and risk
factors to the
      extent appropriate. In this regard, we note your disclosure in the risk
factor section on
      page 60 indicating that there will be a concentration of ownership
following the business
      combination.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       For questions regarding comments on engineering matters, you may contact
John
Coleman, Mine Engineer, at (202) 551-3610. You may contact Joanna Lam, Staff
Accountant, at
(202) 551-3476 or Raj Rajan, Staff Accountant, at (202) 551-3388 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Anuja A.
Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her absence, Loan Lauren
Nguyen, Legal
Branch Chief, at (202) 551-3642 with any other questions.



                                                     Sincerely,
FirstName LastNameJason Mudrick
Comapany NameMudrick Capital Acquisition Corporation Division of Corporation
Finance
                                                     Office of Energy &
Transportation
March 12, 2020 Page 6
FirstName LastName Cohen
cc:       Jackie