[SCHEDULE 13D/A] HYCROFT MINING HOLDING CORP SEC Filing

Rhea-AI Filing Summary

Amendment No. 5 to Schedule 13D updates ownership by Eric Sprott and 2176423 Ontario Ltd. after a September 10, 2025 private placement in Hycroft Mining Holding Corporation. 2176423 Ontario purchased 9,344,704 units at $4.28 per unit, each unit consisting of one share of Class A common stock and one-half warrant, producing gross proceeds of approximately $40 million. As of the close of business on September 10, 2025, the Reporting Persons beneficially own 22,207,880 shares, equal to 38.38% of 57,852,004 shares deemed outstanding, which count includes 4,672,352 warrant shares not subject to ownership limits. Certain additional warrants (5,515,824 shares) are subject to beneficial ownership limitations and cannot be exercised if they would cause ownership limits to be exceeded.

Positive

• Significant stake acquired: Reporting Persons beneficially own 22,207,880 shares, representing 38.38% of the deemed outstanding shares.
• Private placement size: 2176423 Ontario purchased 9,344,704 units at $4.28 per unit for gross proceeds of approximately $40 million to the issuer.
• Warrants without limits: 4,672,352 shares issuable upon exercise of warrants are not subject to a beneficial ownership limitation, increasing effective holdings in the outstanding-count calculation.

Negative

• Ownership concentration: A single economic/ voting bloc now holds 38.38%, which could raise governance or control concerns among other shareholders.
• Warrant limitations: Additional warrants for 5,515,824 shares are subject to beneficial ownership caps (19.99% and 9.8%), which may constrain optionality and complicate future exercises or strategic moves.

Insights

Financial Analyst

TL;DR: Eric Sprott increased a material stake to 38.38% via a $40M private placement, creating a meaningful ownership and influence position.

The private placement acquired 9,344,704 units at $4.28 each for roughly $40 million, raising 2176423 Ontario's economic and voting exposure to 22,207,880 shares or 38.38% of the deemed outstanding share count. The reported position includes 4,672,352 warrant shares that are exercisable without ownership limits and additional warrants constrained by beneficial ownership caps. This size of stake is material relative to the 57.85 million share base and could affect control dynamics, voting outcomes and future capital structure depending on exercise behavior and any board interaction.

Corporate Governance Expert

TL;DR: A near-40% holder raises governance and control considerations; warrant ownership limits moderate immediate dilution risk.

Sprott controls 2176423 Ontario and reports shared voting and dispositive power over all 22,207,880 shares. The filing clarifies that some warrants are subject to 19.99% and 9.8% beneficial ownership limitations, which constrain automatic conversion and limit abrupt ownership increases. From a governance perspective, this is a substantial block stake likely to give the Reporting Persons material influence, while the ownership caps and warrant structure create legal guardrails on immediate further concentration.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

Mark Mandel
Baker & McKenzie LLP, 452 Fifth Avenue
New York, NY, 10018
(212) 626-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/10/2025

(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.

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).

SCHEDULE 13D

CUSIP No. 44862P109

1

Name of reporting person

Eric Sprott

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,207,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,207,880.00

11

Aggregate amount beneficially owned by each reporting person

22,207,880.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.38 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

1 Includes (a) 17,535,528 shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Hycroft Mining Holding Corporation (the "Issuer") held of record by 2176423 Ontario Ltd. ("2176423 Ontario"), and (b) 4,672,352 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock. 2176423 Ontario also holds warrants to acquire an additional 5,515,824 shares of Common Stock, but the terms and conditions of such warrants preclude 2176423 Ontario from exercising the warrants to the extent that such exercise would cause 2176423 Ontario (together with its affiliates) to exceed certain beneficial ownership limitations. Warrants exercisable for 3,175,000 shares of Common Stock are subject to a beneficial ownership limitation of 19.99%, while warrants exercisable for 2,340,824 shares of Common Stock are subject to a beneficial ownership limitation of 9.8%. The warrants exercisable for 4,672,352 shares of Common Stock mentioned in (b) above are not subject to a beneficial ownership limitation. Eric Sprott controls 2176423 Ontario and has the power to direct the voting and disposition of Common Stock held by the entity through his ownership interests in 2176423 Ontario. 2 The percentage set forth in Row 13 of this Cover Page is calculated based on 57,852,004 shares of Common Stock deemed outstanding, which consists of (i) 53,179,652 shares of Common Stock outstanding as of September 10, 2025, as disclosed by the Issuer to the Reporting Persons, and (ii) 4,672,352 shares of Common Stock issuable upon the exercise of warrants beneficially owned by the Reporting Persons that are not subject to a beneficial ownership limitation.

SCHEDULE 13D

CUSIP No. 44862P109

1

Name of reporting person

2176423 Ontario Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 22,207,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,207,880.00

11

Aggregate amount beneficially owned by each reporting person

22,207,880.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

38.38 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

3 The percentage set forth in Row 13 of this Cover Page is calculated based on 57,852,004 shares of Common Stock deemed outstanding, which consists of (i) 53,179,652 shares of Common Stock outstanding as of September 10, 2025, as disclosed by the Issuer to the Reporting Persons, and (ii) 4,672,352 shares of Common Stock issuable upon the exercise of warrants beneficially owned by the Reporting Persons that are not subject to a beneficial ownership limitation.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.0001 per share
(b)	Name of Issuer: HYCROFT MINING HOLDING CORPORATION
(c)	Address of Issuer's Principal Executive Offices: 4300 Water Canyon Road, Unit 1, Winnemucca, NEVADA , 89445.
Item 1 Comment: This Amendment No. 5 (this "Amendment") is being filed to update the percentage of shares beneficially owned by the Reporting Persons, and hereby amends and supplements the Statement filed with the Securities and Exchange Commission on March 24, 2022, as further amended on March 28, 2022, April 14, 2022, June 28, 2022 and June 17, 2025. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Statement. Except as amended or supplemented hereby, the information set forth in the Statement remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	On September 10, 2025, the Issuer completed a private placement to 2176423 Ontario for 9,344,704 units ("Units") at a purchase price per Unit of $4.28, with each Unit consisting of one share of the Issuer's Common Stock and one-half of one warrant to purchase one share of Common Stock, for gross proceeds of approximately $40 million. The source of funds for acquiring the Common Stock described herein was the working capital of 2176423 Ontario.
Item 5.	Interest in Securities of the Issuer
(a)	The information provided on the cover pages to this Statement are hereby incorporated by reference. As of the close of business on September 10, 2025, the Reporting Persons acquired or have been granted, and for the purposes of Rule 13d-3 of the Exchange Act, beneficially own, an aggregate of 22,207,880 shares of Common Stock, which represents roughly 38.38% of the 57,852,004 shares of Common Stock deemed outstanding, which consists of (i) the 53,179,652 shares of Common Stock outstanding as of September 10, 2025, as disclosed by the Issuer to the Reporting Persons, and (ii) 4,672,352 shares of Common Stock issuable upon the exercise of warrants beneficially owned by the Reporting Persons that are not subject to a beneficial ownership limitation. 2176423 Ontario also holds warrants to acquire an additional 5,515,824 shares of Common Stock, but the terms and conditions of such warrants preclude 2176423 Ontario from exercising the warrants to the extent that such exercise would cause 2176423 Ontario (together with its affiliates) to exceed certain beneficial ownership limitations. Warrants exercisable for 3,175,000 shares of Common Stock are subject to a beneficial ownership limitation of 19.99%, while warrants exercisable for 2,340,824 shares of Common Stock are subject to a beneficial ownership limitation of 9.8%.
(b)	The responses in rows 7, 8, 9 and 10 of the cover pages to this Statement are hereby incorporated by reference.
(c)	Except for the transaction described in Item 3 of this Statement, the Reporting Persons have not engaged in any transaction during the past 60 days involving the Common Stock of the Issuer.

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.

Eric Sprott

Signature:	/s/ Eric Sprott
Name/Title:	Eric Sprott
Date:	09/12/2025

2176423 Ontario Ltd.

Signature:	/s/ Eric Sprott
Name/Title:	Eric Sprott/President
Date:	09/12/2025

FAQ

How many Hycroft (HYMCL) shares do Eric Sprott and 2176423 Ontario beneficially own after this filing?

The Reporting Persons beneficially own 22,207,880 shares, representing 38.38% of 57,852,004 shares deemed outstanding.

What transaction prompted this Schedule 13D/A for HYMCL?

On September 10, 2025 the issuer completed a private placement of 9,344,704 units to 2176423 Ontario at $4.28 per unit, each unit including one share and one-half warrant.

How much money was involved in the private placement disclosed in the filing?

The private placement generated gross proceeds of approximately $40 million.

Do any warrants held by the Reporting Persons have exercise limits?

Yes. Warrants exercisable for 3,175,000 shares are subject to a 19.99% beneficial ownership limit and warrants for 2,340,824 shares are subject to a 9.8% limit; other warrants for 4,672,352 shares are not subject to such limits.

What is the source of funds used by 2176423 Ontario to buy the units?

The filing states the source of funds was the working capital of 2176423 Ontario.