Prosupp Oct Offering ID 1


Prospectus Supplement No. 1 (to prospectus dated May 20, 2021)			Filed pursuant to Rule 424(b)(3) Registration No. 333-248516 and Registration No. 333-249250

HYCROFT MINING HOLDING CORPORATION

9,583,334 shares of Class A Common Stock Issuable upon Exercise of the Warrants

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 20, 2021 (the “Prospectus”), related to 9,583,334 shares of Class A common stock, par value $0.0001 per share (“Common Stock”) of Hycroft Mining Holding Corporation, a Delaware corporation (the “Company,” “we,” “our”), issuable upon exercise of warrants to purchase one share of Common Stock at an exercise price of $10.50 per share of Common Stock (the “Warrants”), with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on May 24, 2021 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Stock and our Warrants are listed on The Nasdaq Stock Market LLC, or NASDAQ, under the symbols “HYMC” and “HYMCL”, respectively. On May 21, 2021, the last reported sales price of our Common Stock was $3.85 per share and the last reported sales price of our Warrants was $0.7100.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is May 24 , 2021.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 24, 2021

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-38387

82-2657796

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

8181 E. Tufts Avenue, Suite 510

Denver, Colorado

80237

(Address of Principal Executive Offices)

(Zip Code)


(303) 253-3267
Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

HYMC

The Nasdaq Capital Market

Warrants to purchase Common Stock

HYMCW

The Nasdaq Capital Market

Warrants to purchase Common Stock

HYMCZ

The Nasdaq Capital Market

Warrants to purchase Common Stock

HYMCL

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders (the "Annual Meeting") of Hycroft Mining Holding Corporation (the "Company") held on May 24, 2021, the Company's stockholders voted on the following proposals:

1.To elect eight directors to each serve on the Company’s Board of Directors (the “Board”) until the 2022 Annual Meeting of stockholders or until her or his successor is elected and qualified with the votes cast as follows:


Directors	For	Withheld	Broker Non-Votes
David Kirsch	49,816,187	52,198	2,157,855
Diane R. Garrett, Ph.D.	49,848,289	20,096	2,157,855
Eugene Davis	48,409,297	1,459,088	2,157,855
Michael Harrison	49,824,372	44,013	2,157,855
Stephen A. Lang	49,629,554	238,831	2,157,855
David Naccarati	49,848,373	20,012	2,157,855
Thomas Weng	49,823,868	44,517	2,157,855
Marni Wieshofer	49,703,442	164,943	2,157,855

2.To ratify the Board’s audit committee’s selection of Plante & Moran PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2021with the votes cast as follows:


For	Against	Abstain	Broker Non-Votes
51,970,945	32,848	22,447	0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: May 24, 2021	Hycroft Mining Holding Corporation

	By:	/s/ Stanton Rideout
		Stanton Rideout Executive Vice President and Chief Financial Officer