[D] HYCROFT MINING HOLDING CORP SEC Filing

Rhea-AI Filing Summary

Hycroft Mining Holding Corp completed a Regulation D offering of units totaling $60,000,000, and reports the full amount has been sold with $0 remaining to be sold. Each unit consisted of one share of Class A common stock and one-half of one common stock purchase warrant with an exercise price of $6 per share. The company relied on Rule 506(b) of Regulation D for the exemption and reports 3 investors participated. The offering was not conducted in connection with a business combination, the issuer does not intend the offering to last more than one year, and no proceeds were designated for payments to listed officers or directors.

Positive

• $60,000,000 total offering was fully subscribed with $0 remaining
• Offering structured as units combining equity and warrants (one share + 0.5 warrant), providing capital now and potential future equity upon exercise
• No proceeds were reported as paid to executives, directors, or promoters ($0 to related persons)
• No sales commissions or finders' fees reported ($0), preserving gross proceeds for the company

Negative

• Only 3 investors participated, indicating a concentrated investor base
• Use of warrants with a $6 exercise price creates potential future dilution if exercised

Insights

Financial Analyst

TL;DR: Hycroft completed a $60M Reg D unit offering fully subscribed, adding equity and warrants to its capital structure.

The filing shows a completed $60,000,000 sale of units, each pairing one Class A share with a half warrant exercisable at $6, indicating equity capital and potential future dilution if warrants are exercised. Reliance on Rule 506(b) suggests private placement to accredited investors with limited solicitation. With no proceeds allocated to insiders and no sales commissions reported, the transaction appears structured to preserve proceeds for corporate purposes. The filing lists three investors and states no remaining offering capacity.

Corporate Governance Expert

TL;DR: Offering disclosure is routine and complete; governance notes show no insider payments and standard private-placement exemptions.

The Form D identifies named officers and directors and certifies $0 paid to those persons from gross proceeds, which addresses related-party payment concerns. Use of Rule 506(b) and absence of broker-dealer compensation reduce potential conflicts around solicitation. The small investor count (three) and lack of finder fees are consistent with a targeted private placement. Material governance changes or transactions are not disclosed within this notice.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001718405

Mudrick Capital Acquisition Corp

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

HYCROFT MINING HOLDING CORP

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
HYCROFT MINING HOLDING CORP
Street Address 1		Street Address 2
4300 WATER CANYON ROAD		UNIT 1
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
WINNEMUCCA	NEVADA	89445	775-304-0260

3. Related Persons

Last Name	First Name	Middle Name
Garrett	Diane	R.
Street Address 1	Street Address 2
4300 WATER CANYON ROAD	Unit 1
City	State/Province/Country	ZIP/PostalCode
WINNEMUCCA	NEVADA	89445

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goodman	Sean	D.
Street Address 1	Street Address 2
4300 WATER CANYON ROAD	Unit 1
City	State/Province/Country	ZIP/PostalCode
WINNEMUCCA	NEVADA	89445

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Harrison	Michael	J.
Street Address 1	Street Address 2
4300 WATER CANYON ROAD	Unit 1
City	State/Province/Country	ZIP/PostalCode
WINNEMUCCA	NEVADA	89445

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lang	Stephen	A.
Street Address 1	Street Address 2
4300 WATER CANYON ROAD	Unit 1
City	State/Province/Country	ZIP/PostalCode
WINNEMUCCA	NEVADA	89445

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Naccarati	David	C.
Street Address 1	Street Address 2
4300 WATER CANYON ROAD	Unit 1
City	State/Province/Country	ZIP/PostalCode
WINNEMUCCA	NEVADA	89445

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Weng	Thomas
Street Address 1	Street Address 2
4300 WATER CANYON ROAD	Unit 1
City	State/Province/Country	ZIP/PostalCode
WINNEMUCCA	NEVADA	89445

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wieshofer	Marni
Street Address 1	Street Address 2
4300 WATER CANYON ROAD	Unit 1
City	State/Province/Country	ZIP/PostalCode
WINNEMUCCA	NEVADA	89445

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rideout	Stanton	K.
Street Address 1	Street Address 2
4300 WATER CANYON ROAD	Unit 1
City	State/Province/Country	ZIP/PostalCode
WINNEMUCCA	NEVADA	89445

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jennings	Rebecca	A.
Street Address 1	Street Address 2
4300 WATER CANYON ROAD	Unit 1
City	State/Province/Country	ZIP/PostalCode
WINNEMUCCA	NEVADA	89445

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Thomas	David	B.
Street Address 1	Street Address 2
4300 WATER CANYON ROAD	Unit 1
City	State/Province/Country	ZIP/PostalCode
WINNEMUCCA	NEVADA	89445

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-10				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
None	NONE
City	State/Province/Country	ZIP/Postal Code
None	Unknown	XX
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$60,000,000	USD	or Indefinite
Total Amount Sold	$60,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Total Offering and Total Amount Sold is based on price paid for the units, which consist of one share of Class A common stock of the company and one-half of one common stock purchase warrant with an exercise price of $6 per share.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

3

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
HYCROFT MINING HOLDING CORP	/s/ Rebecca A. Jennings	Rebecca A. Jennings	Senior Vice President, General Counsel, and Corporate Secret	2025-09-23

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What was the total amount raised in the Form D filing for HYMCL?

The filing reports a $60,000,000 total offering amount and indicates the total amount sold was $60,000,000 with $0 remaining.

What securities were offered by Hycroft (HYMCL) in this offering?

Units were offered, each consisting of one share of Class A common stock and one-half of one common stock purchase warrant with an exercise price of $6 per share.

Under what SEC exemption was the offering conducted?

The issuer claimed an exemption under Rule 506(b) of Regulation D.

Were any proceeds paid to officers, directors, or promoters?

The filing discloses $0 of the gross proceeds were used for payments to named executive officers, directors, or promoters.

How many investors participated in the HYMCL offering?

The Form D reports a total of 3 investors have already invested in the offering.