UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


FORM 10-Qx

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

2024
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to

Commission File No.001-38387

MUDRICK CAPITAL ACQUISITION CORPORATION
HYCROFT MINING HOLDING CORPORATION
(Exact name of registrant as specified in its charter)

Delaware82-2657796

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer


Identification No.)

527 Madison Avenue, 6th Floor

New York, NY

10022
P.O. Box 3030
Winnemucca, Nevada 89446
(Address of Principal Executive Offices)principal executive offices) (Zip code)(Zip Code)

(646) 747-9500
(775) 304-0260
(Registrant’s telephone number, including area code)

N/A

Securities registered pursuant to Section 12(b) of the Act:
(Former name, former addressTitle of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareHYMCThe Nasdaq Stock Market LLC
Warrants to purchase common stockHYMCWThe Nasdaq Stock Market LLC
Warrants to purchase common stockHYMCLThe Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and former fiscal year, if changed since last report)(2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨  Nox

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

¨Large accelerated filer¨Accelerated filer
xNon-accelerated filer     (Do not check if a smaller reporting company)company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.¨
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
xEmerging 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.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yesx  No ¨

As of May 9, 2018, there were 20,800,000 shares of the Company’s Class A common stock and 5,200,000 of the Company’s Class B common stock issued and outstanding.

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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes  No ☒
As of May 6, 2024, there were 23,063,716 shares of the Company’s common stock and no shares of the Company’s preferred stock issued and outstanding.

MUDRICK CAPITAL ACQUISITION




HYCROFT MINING HOLDING CORPORATION

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

Page
PARTITEM
Legal Proceedings
Unregistered Sales of Equity Securities and Use of Proceeds
2



ITEM I. FINANCIAL STATEMENTS


INDEX TO FINANCIAL STATEMENTS

Page
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
PART 1 – FINANCIAL INFORMATIONUnaudited Condensed Consolidated Statements of Operations
Item 1.FinancialUnaudited Condensed Consolidated Statements (unaudited)1
Condensed Balance Sheets1
Condensed Statement of Operations2
Condensed Statement of Cash Flows
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
Notes to Unaudited Condensed Consolidated Financial Statements
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations13
Item 3.Quantitative and Qualitative Disclosures About Market Risk15
Item 4.Controls and Procedures15
PART II – OTHER INFORMATION16
Item 1.Legal Proceedings16
Item 1A.Risk Factors16
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds16
Item 3.Defaults Upon Senior Securities17
Item 4.Mine Safety Disclosures17
Item 5.Other Information17
Item 6.Exhibits18
SIGNATURES19


3

Table of ContentsPART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

MUDRICK CAPITAL ACQUISITION

HYCROFT MINING HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

  March 31,
2018
  December 31,
2017
 
ASSETS (unaudited)  (audited) 
Current Assets        
Cash $835,631  $24,945 
Prepaid expenses  97,534    
Total Current Assets  933,165   24,945 
         
Deferred offering costs     166,500 
Cash and marketable securities held in Trust Account  210,191,736    
Total Assets $211,124,901  $191,445 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current Liabilities        
Accounts payable and accrued expenses $50,445  $533 
Income taxes payable  13,060    
Accrued offering costs     25,000 
Promissory note – related party     143,696 
Total Current Liabilities  63,505   169,229 
         
Deferred underwriting fees  7,280,000    
Total Liabilities  7,343,505   169,229 
         
Commitments and Contingencies        
         
Common stock subject to possible redemption, $0.0001 par value; 19,681,326 and -0- shares as of March 31, 2018 and December 31, 2017, respectively (at redemption value of $10.10 per share)  198,781,393    
         
Stockholders’ Equity:        
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of March 31, 2018 and December 31, 2017      
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 1,118,674 and -0- shares issued and outstanding (excluding 19,681,326 and -0- shares subject to possible redemption) as of March 31, 2018 and December 31, 2017, respectively  112    
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 5,200,000 and 5,750,000 shares issued and outstanding as of March 31, 2018 and December 31,2017, respectively  520   575 
Additional paid-in capital  5,008,887   24,425 
Accumulated deficit  (9,516)  (2,784)
Total Stockholders’ Equity  5,000,003   22,216 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $211,124,901  $191,445 

(in thousands, except share and per share amounts)
March 31,
2024
December 31,
2023
(unaudited)
Assets:
Cash and cash equivalents$57,566 $106,210 
Prepaids and deposits – Note 33,993 3,326 
Supplies inventories, net – Note 41,709 1,834 
Income tax receivable1,530 1,530 
Interest receivable466 667 
Other receivable200 — 
Current assets65,464 113,567 
Property, plant, and equipment, net – Note 552,093 53,091 
Restricted cash – Note 626,633 26,340 
Assets held for sale – Note 77,148 7,148 
Prepaids – Note 31,231 1,547 
Total assets$152,569 $201,693 
Liabilities:
Asset retirement obligation$3,517 $3,172 
Accounts payable and accrued expenses – Note 81,690 1,631 
Debt, net – Notes 9 and 21130 2,330 
Contract liabilities – Note 10109 1,550 
Other liabilities – Note 11568 3,063 
Current liabilities6,014 11,746 
Debt, net – Notes 9 and 21116,410 142,617 
Deferred gain on sale of royalty29,839 29,839 
Asset retirement obligation – Note 126,540 4,801 
Warrant liabilities – Notes 13 and 2021 26 
Other liabilities – Note 11— 
Total liabilities158,824 189,037 
Commitments and contingencies – Note 23
Stockholders’ equity – Note 14
Common stock, $0.0001 par value; 1,400,000,000 shares authorized; 21,256,895 issued and outstanding at March 31, 2024, and 20,736,612 issued and outstanding at December 31, 2023, respectively21 21 
Additional paid-in capital739,648 737,810 
Accumulated deficit(745,924)(725,175)
Total stockholders’ (deficit) equity(6,255)12,656 
Total liabilities and stockholders’ equity$152,569 $201,693 
The accompanying notes are an integral part of the unaudited condensed financial statements.

1
these Unaudited Condensed Consolidated Financial Statements.

4

MUDRICK CAPITAL ACQUISITION


HYCROFT MINING HOLDING CORPORATION

UNAUDITED CONDENSED STATEMENTCONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

  

Three Months Ended

March 31, 2018

 
    
General and administrative expenses $105,860 
Loss from operations  (105,860)
     
Other income:    
Interest income  452 
Interest earned on marketable securities held in Trust Account  111,736 
Other income  112,188 
     
Income before provision for income taxes  6,328 
Provision for income taxes  (13,060)
Net loss $(6,732)
     
Weighted average shares outstanding of Class A common stock  20,800,000 
     
Basic and diluted loss per common share, Class A $0.00 
     
Weighted average shares outstanding of Class B common stock  5,200,000 
     
Basic and diluted loss per common share, Class B $(0.01)

(in thousands, except share and per share amounts)
Three Months Ended
March 31,
20242023
Operating expenses:
Projects, exploration, and development4,903 3,481 
General and administrative2,913 3,339 
Mine site period costs – Note 22,584 3,809 
Asset Retirement Obligation Adjustment1,991 — 
Depreciation and amortization – Note 2616 718 
Accretion – Note 12232 186 
Loss from operations(13,239)(11,533)
Other (expense) income:
Interest expense, including accelerated amortization of discount and
issuance costs of $(6,871) – Note 9
(10,119)(4,436)
Other income, net - Note 191,309 — 
Interest income1,295 1,938 
Fair value adjustment to warrants – Notes 13 and 20122 
Net loss$(20,749)$(13,909)
Loss per share:
Basic – Note 17$(1.00)$(0.69)
Diluted – Note 17$(1.00)$(0.69)
Weighted average shares outstanding:
Basic – Note 1720,811,602 20,027,065 
Diluted – Note 1720,811,602 20,027,065 

The accompanying notes are an integral part of the unaudited condensed financial statements.

2
these Unaudited Condensed Consolidated Financial Statements.

5

MUDRICK CAPITAL ACQUISITION


HYCROFT MINING HOLDING CORPORATION

UNAUDITED CONDENSED STATEMENTCONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  

Three Months Ended

March 31, 2018

 
Cash Flows from Operating Activities:   
Net loss $(6,732)
Adjustments to reconcile net loss to net cash used in operating activities:    
Interest earned on marketable securities held in Trust Account  (111,736)
Changes in operating assets and liabilities:    
Prepaid expenses  (97,534)
Accounts payable and accrued expenses  49,912 
Income taxes payable  13,060 
Net cash used in operating activities  (153,030)
     
Cash Flows from Investing Activities:    
Investment of cash in Trust Account  (210,080,000)
Net cash used in investing activities  (210,080,000)
     
Cash Flows from Financing Activities:    
Proceeds from sale of Units, net of underwriting fees paid  203,840,000 
Proceeds from sale of Private Placement Warrants  7,740,000 
Repayment of promissory note – related party  (242,331)
Payment of offering costs  (293,953)
Net cash provided by financing activities  211,043,716 
     
Net Change in Cash  810,686 
Cash – Beginning  24,945 
Cash – Ending $835,631 
     
Non-Cash investing and financing activities:    
Deferred underwriting fees charged to additional paid in capital $7,280,000 
Payment of deferred offering costs and expenses by Sponsor $240,135 

(in thousands)
Three Months Ended March 31,
20242023
Cash flows used in operating activities:
Net loss$(20,749)$(13,909)
Adjustments to reconcile net loss for the period to net cash used in operating activities:
Accelerated amortization of original issue discount and issuance costs – Note 96,871 — 
Non-cash portion of interest expense – Note 92,744 2,963 
Asset retirement obligation adjustments – Note 121,991 — 
Stock-based compensation – Note 15679 608 
Depreciation and amortization – Notes 2 and 5616 718 
Accretion – Note 12232 186 
Loss on sale of equipment, net of commissions132 — 
Write-down of supplies inventories12 — 
Non-cash lease expense(2)— 
(Gain) on fair value adjustment for warrant liabilities – Notes 13 and 20(5)(122)
Gain on non-refundable deposit - Note 19(1,441)— 
Changes in operating assets and liabilities:
Interest receivable201 (53)
Supplies inventories, net – Note 4113 62 
Accounts payable and accrued expenses – Note 859 (1,082)
Other receivable(200)2,771 
Prepaids – Note 3(351)792 
Other liabilities – Note 11(2,635)(1,752)
Net cash used in operating activities(11,733)(8,818)
Cash flows provided by (used in) investing activities:
Proceeds from sale of equipment270 — 
Additions to property, plant, and equipment(25)(271)
Net cash provided by (used in) by investing activities245 (271)
Cash flows provided by (used in) financing activities:
Proceeds from issuance of common stock, net of issuance costs – Note 141,160 — 
Principal payments on notes payable(32)(32)
Principal payments on debt - Note 9(37,991)(550)
Net cash used in financing activities(36,863)(582)
Net decrease in cash, cash equivalents, and restricted cash(48,351)(9,671)
Cash, cash equivalents, and restricted cash, beginning of period132,550 175,966 
Cash, cash equivalents, and restricted cash, end of period$84,199 $166,295 
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents$57,566 $131,987 
Restricted cash26,633 34,308 
Total cash, cash equivalents, and restricted cash$84,199 $166,295 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
6

HYCROFT MINING HOLDING CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
Common StockAdditional Paid-in CapitalAccumulated
Deficit
Total
Stockholders’
Equity
SharesAmount
Balance at January 1, 202320,027,065 $20 $733,437 $(670,151)$63,306 
Stock-based compensation costs— — 608 — 608 
5-Year Private Warrants transferred to 5-Year Public Warrants— — 531 — 531 
Net loss— — — (13,909)(13,909)
Balance at March 31, 202320,027,065 $20 $734,576 $(684,060)$50,536 

Common StockAdditional Paid-in CapitalAccumulated DeficitTotal Stockholders’
(Deficit)
SharesAmount
Balance at January 1, 202420,736,612 $21 $737,810 $(725,175)$12,656 
Issuance of common stock and warrants – Note 14517,688 — 1,160 — 1,160 
Stock-based compensation costs— — 678 — 678 
Vesting of restricted stock units2,595 — — — — 
Net loss— — — (20,749)(20,749)
Balance at March 31, 202421,256,895 $21 $739,648 $(745,924)$(6,255)
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
7

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
1. Company Overview
Hycroft Mining Holding Corporation and its subsidiaries (collectively, “Hycroft”, the unaudited condensed financial statements

3
“Company”, “we”, “us”, “our”, “it”, or “HYMC”) is a U.S.-based gold and silver company that is focused on exploring and developing the Hycroft Mine in a safe, environmentally responsible, and cost-effective manner. The Hycroft Mine is located in the State of Nevada.

MUDRICK CAPITAL ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Mudrick Capital Acquisition Corporation (the “Company”) was incorporated in Delaware on August 28, 2017. The Company was formedrestarted pre-commercial scale open pit mining operations at the Hycroft Mine during the second quarter of 2019 and began producing and selling gold and silver during the third quarter of 2019. The Company operated the Hycroft Mine until November 2021, when it discontinued active mining operations as a result of the then-current and expected ongoing cost pressures for many of the reagents and consumables used at the Hycroft Mine and to further determine the most effective processing method for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

Althoughsulfide ore. In March 2023, the Company, along with its third-party consultants, completed and filed the Hycroft Property Initial Assessment Technical Report Summary Humboldt and Pershing Counties, Nevada (“2023 Hycroft TRS”) that included a mineral resource estimate utilizing a pressure oxidation (“POX”) process for sulfide mineralization and heap leaching process for oxide and transition mineralization.The Company is not limited to a particular industry or sectorfocusing on exploration drilling and data analyses, completing technical studies, conducting trade-off studies and alternative analyses for purposesdetermining the optimal process flow sheet for processing sulfide ores and recovering gold and silver, and maintaining the Hycroft Mine.


Beginning in the fourth quarter of consummating a Business Combination,2023, the Company intends to focusagain began accessing its search on companies that have recently emerged from bankruptcy court protection. The Company is an early stage and emerging growth company and, as such,at-the-market public offering program (“ATM Program”). During the three months ended March 31, 2024, the Company is subject to allsold 517,688 shares of the risks associated with early stagecommon stock for aggregate gross proceeds, before commissions and emerging growth companies.

offering expenses, of $1.2 million. As of March 31, 2018,2024 and December 31, 2023, there were $14.8 million and $360.3 million, respectively, gross sales price of common stock available for issuance under the ATM Program. The net proceeds from the ATM Program have been, and are expected to be, used for general corporate purposes, which may include the repayment, refinancing, redemption, or repurchase of existing indebtedness, exploration, working capital, or capital expenditures and other investments.

2. Summary of Significant Accounting Policies
Basis of presentation
These Unaudited Condensed Consolidated Financial Statements (“Financial Statements”) of the Company had not commenced any operations. All activity through March 31, 2018 relates to the Company’s formation and its Initial Public Offering, which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating incomehave been prepared in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, as defined below.

The registration statement for the Company’s initial public offeringaccordance with U.S. generally accepted accounting principles (“Initial Public Offering”) was declared effective on February 7, 2018. On February 12, 2018, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $200,000,000, which is described in Note 3. 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, Mudrick Capital Acquisition Holdings LLC ($6,500,000) (the “Sponsor”GAAP”) and Cantor Fitzgerald & Co. ($1,000,000) (“Cantor”), generating gross proceeds of $7,500,000, which is described in Note 4. 

Following the closing of the Initial Public Offering on February 12, 2018, an amount of $202,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

On February 28, 2018, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company consummated the sale of an additional 800,000 Units at $10.00 per Unit and the sale of an additional 240,000 Private Placement Warrants at $1.00 per warrant, generating total gross proceeds of $8,240,000. Following the closing, an additional $8,080,000 of net proceeds ($10.10 per Unit) was placed in the Trust Account, resulting in $210,080,000 ($10.10 per Unit) held in the Trust Account.

Transaction costs amounted to $11,974,088, consisting of $4,160,000 of underwriting fees, $7,280,000 of deferred underwriting fees payable (which are held in the Trust Account) and $534,088 of other costs. In addition, as of March 31, 2018, $835,631 of cash was held outside of the Trust Account and is available for working capital purposes. As described in Note 5, the $7,280,000 deferred underwriting fees payable is contingent upon the consummation of a Business Combination by February 12, 2020.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

 The Company will provide its holders of the outstanding shares of its Class A common stock, par value $0.0001, par value $0.0001 (“Class A common stock”), sold in the Initial Public Offering (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below in Note 3) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.10 per Public Share). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination.

4

MUDRICK CAPITAL ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote its Founder Shares (as defined in Note 4) and any Public Shares held by them in favor of approving a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.

 The Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by February 12, 2020 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

5

MUDRICK CAPITAL ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financialCertain information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, theythese Financial Statements do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. These Financial Statements should be read in conjunction with the Company’s Audited Consolidated Financial Statements and the notes thereto (the “Notes”) as of and for the year ended December 31, 2023 (the “2023 Audited Financial Statements”), filed as a part of the Company’s annual report on Form 10-K filed with the SEC on March 14, 2024. The Company continues to follow the accounting policies set forth in the 2023 Audited Financial Statements, with updates discussed below. In the opinion of management, the accompanying unaudited condensed financial statementsFinancial Statements include all adjustments consisting of a normal recurring nature, whichthat are necessary for a fair presentation of the Company’s interim financial position, operating results, and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company's final prospectus as filed with the SEC on February 8, 2018, as well as the Company’s Form 8-K, as filed with the SEC on February 16, 2018. The interim results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ended December 31, 2018 or for any future interim periods.

Emerging growth company

The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of financial statements in conformity with GAAPthe Financial Statements requires management to make estimates and assumptions that affect amounts reported in these Financial Statements and accompanying notes. The more significant areas requiring the reported amountsuse of management estimates and assumptions relate to the useful lives of long-lived assets; future mining and processing plans; environmental reclamation and closure costs and timing; and estimates of fair value for long-lived assets, Assets held for sale, and liabilitiesfinancial instruments. The Company bases its estimates on historical experience and disclosure of contingent assetsother assumptions, including drilling and liabilitiesassay data that are believed to be reasonable at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible thattime the estimate is made. Actual results may differ from amounts estimated in these Financial Statements, and such differences could be material. Accordingly, amounts presented in these Financial Statements may not be indicative of the effect of a condition, situation or set of circumstancesresults that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or moremay be expected for future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company didperiods.

New accounting pronouncements not have any cash equivalents as ofyet adopted
In March 31, 2018 and December 31, 2017.

Cash and marketable securities held in Trust Account  

At March 31, 2018, the assets held in the Trust Account were held in cash and money market funds. 

6

MUDRICK CAPITAL ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

Common stock subject to possible redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in2024, the Financial Accounting Standards Board ("FASB"(“FASB”) issued Accounting Standards Update 2024-02, Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subjectImprovements—Amendments to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either withinRemove References to the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity.Concepts Statements. The Company’s common stock features certain redemption rights thatamendments are considered to be outsidecodification improvements only and therefore are not expected to significantly affect current accounting practice. The guidance is to clarify guidance, simplify wording or structure of guidance, and other minor improvements. The new guidance is

8

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adopting this update will have on its Financial Statements and related disclosures.

Impairment of long-lived assets
The Company’s long-lived assets consist of Note 5 – Plant and Equipment, Net. The Company routinely reviews and evaluates its long-lived assets for impairment to ensure there are no new events or changes in circumstances that would indicate that the related carrying amounts may not be recoverable. Events that may trigger a test for recoverability include, but are not limited to, significant adverse changes to projected Revenues, costs, or future expansion plans or changes to federal and state regulations (with which the Company must comply) that may adversely impact the Company’s current or future operations. An impairment is determined to exist if the total projected future cash flows on an undiscounted basis are less than the carrying amount of a long-lived asset group. An impairment loss is measured and recorded based on the excess carrying value of the impaired long-lived asset group over fair value.

In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows and estimates of fair value are based on numerous assumptions and are subject to significant risks and uncertainties. See Note 5 – Plant and Equipment, Net for additional information.
During the three months ended March 31, 2024, the Company completed its evaluation and determined no impairment was necessary.

3. Prepaids and Deposits
The following table provides the components of current and non-current Prepaids and deposits (in thousands):
March 31,
2024
December 31,
2023
Current prepaids and deposits:
Prepaids:
Insurance$2,541 $1,631 
Mining claims fees and permit fees344 495 
Prepaid taxes262 — 
Surety bond fees214 643 
License fees201 280 
Other218 73 
Deposits213 204 
Total$3,993 $3,326 
Non-current prepaids:
Insurance$631 $947 
Royalty – advance payment on Crofoot Royalty$600 $600 
Total$1,231 $1,547 

4. Supplies Inventories, Net
As of March 31, 2024 and December 31, 2023, Supplies inventories, net was $1.7 million and $1.8 million, respectively. The Company maintains inventory reserves to account for potential losses due to inventory obsolescence, damage, or other factors that could affect the value of its inventory.
9

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
5. Property, Plant, and Equipment, Net
The following table provides the components of Property, plant, and equipment, net (in thousands):
Depreciation Life
or Method
March 31,
2024
December 31,
2023
Production leach padsUnits-of-production$11,190 $11,190 
Test leach pads18 months6,241 6,241 
Process equipment5 - 15 years17,615 17,556 
Buildings and leasehold improvements10 years9,419 9,419 
Mine equipment5 - 7 years4,750 4,732 
Vehicles3 - 5 years1,700 1,700 
Furniture and office equipment7 years713 713 
Mineral propertiesUnits-of-production50 50 
Construction in progress and other35,052 35,504 
86,729 87,105 
Less, accumulated depreciation and amortization(34,636)(34,014)
Total$52,093 $53,091 
Depreciation expense related to Property, plant, and equipment, net was $0.6 million for the three months ended March 31, 2024, and $0.7 million for the three months ended March 31, 2023.
6. Restricted Cash
The following table provides the components of Restricted cash (in thousands):
March 31,
2024
December 31,
2023
Reclamation and other surety bond cash collateral$26,580 $26,287 
Credit card collateral53 53 
Total$26,633 $26,340 
As of March 31, 2024 and December 31, 2023, the Company’s surface management surety bonds totaled $58.7 million, of which $58.3 million secured the financial assurance requirements for the Hycroft Mine. The remaining portion is related to the financial assurance requirements for the adjacent water supply well field and exploration. Events or circumstances that would necessitate the guarantor’s performance include a deteriorating financial condition or a breach of contract. Periodically, the Company may need to provide collateral to support these instruments. When the specified requirements are met, the party holding the related instrument cancels and/or returns it to the issuing entity. The Company is confident that it currently complies with all relevant bonding obligations and expects to meet future bonding requirements through existing methods or alternative solutions as they arise.
During the three months ended March 31, 2024 and March 31, 2023, the Company earned $0.3 million and $0.3 million, respectively, Interest income on a portion of its cash collateral. Interest received on cash collateral balances is restricted as to its use and is included as an increase to Restricted cash with a corresponding recognition of Interest income when earned.
7. Assets Held For Sale
As of March 31, 2024 and December 31, 2023, the Company’s Assets held for sale was comprised of equipment not-in-use of $7.1 million.
In August 2022 and with a subsequent amendment, the Company entered into an Equipment Purchase Agreement to sell a total of $13.6 million of equipment. In connection with entry into the Equipment Purchase Agreement, the Company received $1.6 million in nonrefundable deposit payments. Effective March 1, 2024, the buyer terminated a portion of the Equipment Purchase Agreement related to one ball mill and one semi-autogenous (“SAG”) mill. In accordance with Topic 606, Revenue
10

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
from Contracts with Customers, because the sale did not materialize, $1.4 million was recognized as Other income in the first quarter of 2024. The remaining $0.1 million in nonrefundable deposit payments have been included in Contract liabilities. See Note 10 – Contract Liabilities for additional details.

8. Accounts Payable and Accrued Expenses
As of March 31, 2024 and December 31, 2023, Accounts payable and accrued expenses were $1.7 million and $1.6 million, respectively.

9. Debt, Net
Second Amendment to the Second A&R Agreement
On July 1, 2023, the Company entered into the Second Amendment to the Second A&R Agreement, by and between the Company, Sprott Private Resource Lending II (Collector), LP (the “Lender”), the Lender, Sprott Resource Lending Corp. (“Arranger” and together with the Lender, the “Sprott Parties”), and certain subsidiaries of the Company as guarantors. The Second Amendment to the Second A&R Agreement amends the Second A&R Agreement dated March 30, 2022, which in turn amended the Amended and Restated Credit Agreement, dated as of May 29, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the Sprott Credit Agreement.

The Second Amendment to the Second A&R Agreement: (i) corrects a cross-reference error; and (ii) implements a replacement of LIBOR with three-month Secured Overnight Financing Rate (“SOFR”) effective July 1, 2023.
Voluntary partial prepayment
On January 5, 2024, the Company voluntarily pre-paid $34.7 million of the first lien loan, along with $3.3 million for the additional interest balance, totaling $38.0 million with a remaining outstanding balance of $15.0 million. As a result of this payment, the applicable margin was reduced by 100 basis points through the final payment.
Debt covenants
The Company’s debt agreements contain representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for agreements of these types.
As of March 31, 2024, the Company was in compliance with all financial covenants under its debt agreements.
Debt balances
The following table summarizes the components of Debt, net (in thousands):
March 31,
2024
December 31,
2023
Debt, net, current:
Sprott Credit Agreement$— $2,200 
Notes payable130 130 
Total$130 $2,330 
Debt, net, non-current:
Sprott Credit Agreement, net of original issue discount of $2.4 million as of March 31, 2024, and $8.3 million as of December 31, 2023, net of amortization$12,643 $42,530 
Subordinated Notes104,180 101,639 
Notes payable43 76 
Less, debt issuance costs(456)(1,628)
Total$116,410 $142,617 

11

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The following table summarizes the Company’s contractual payments of Debt, net, including current maturities, for the five years subsequent to March 31, 2024 (in thousands):
202498 
202554 
202622 
2027119,180 
2028— 
Sub-total119,353 
Less, original issue discount, net of accumulated amortization of $17,973(2,357)
Less, debt issuance costs, net of accumulated amortization of $4,431(456)
Total debt, net$116,540 
Interest expense
The following table summarizes the components of recorded Interest expense (in thousands):
Three Months Ended
March 31,
20242023
Sprott Credit Agreement(1)
$502$1,471 
Subordinated Notes(2)
2,5412,299 
Amortization of original issue discount(3)
158549 
Amortization of debt issuance costs(3)
46115 
Other interest expense1
Accelerated amortization of original issue discount and issuance costs (4)
6,871 — 
Total$10,119 $4,436 
(1)The Sprott Credit Agreement bears interest monthly at a floating rate of SOFR plus 6.0% and the current effective interest rate is 18.1% including amortization.
(2)The Subordinated Notes bear interest at 10.0% per annum (non-cash), payable in-kind on a quarterly basis.
(3)The effective interest rate for the amortization of the discount and issuance costs as of March 31, 2024 was 1.6%.
(4)On January 5, 2024, the Company voluntarily prepaid $38.0 million of its first lien debt, and the Company charged Interest expense$6.9 million for accelerated amortization of original issue discount and issuance costs associated with the prepayment.
10. Contract Liabilities
As of March 31, 2024 and December 31, 2023, Contract liabilities were $0.1 million and $1.6 million, respectively. As of December 31, 2023, the Company had received non-refundable deposit payments totaling $1.6 million in accordance with the Equipment Purchase Agreement for one SAG mill, one ball mill, and one sub-station transformer. Partial cancellation of the agreement was received on March 1, 2024, with $1.4 million of the deposit recognized as Other income during the quarter. See Note 7 – Assets Held For Sale for additional details.

12

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
11. Other Liabilities
The following table summarizes the components of Other liabilities (in thousands):
March 31,
2024
December 31,
2023
Other liabilities, current:
Accrued compensation$504 $3,000 
Accrued directors fees39 38 
Operating lease liability25 25 
Total$568 $3,063 
Other liabilities, non-current
Operating lease liability$— $
12. Asset Retirement Obligation
The following table summarizes changes in the Company’s Asset retirement obligation (“ARO”) (in thousands):
March 31, 2024December 31, 2023
Balance, beginning of period$7,973 $10,302 
Accretion232 1,087 
Spending(139)(529)
Change in estimates1,991 (2,887)
Balance, end of period$10,057 $7,973 
Current$3,517 $3,172 
Non-Current$6,540 $4,801 
During the three months ended March 31, 2024, the Company recognized a change in estimate to reflect both a revised engineering design change required by the Nevada Department of Environmental Protection for impervious cover placement on the Crofoot Heap Leach Pad, and a change in timing to begin the work in 2025 and complete it by the end of 2027. In accordance with the change in estimate, the Company recorded an expense of $2.0 million as the Company does not have mineral reserves, and accordingly, all costs are expensed until such time that it declares mineral reserves.
13

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
13. Warrant Liabilities
5-Year Private Warrants
The Company’s outstanding warrant liabilities include 5-Year Private Warrants. The 5-Year Private Warrants cannot be redeemed and can be exercised on a cashless basis if the 5-Year Private Warrants are held by the initial purchasers or their permitted transferees. If the 5-Year Private Warrants are transferred to someone other than the initial purchasers or their permitted transferees, such warrants become redeemable by the Company under substantially the same terms as the 5-Year Public Warrants. Since the original issue of private warrants, 9,374,578 warrants have been transferred from 5-Year Private Warrants and become 5-Year Public Warrants. During the three months ended March 31, 2024 and 2023, transfers from 5-Year Private Warrants to 5-Year Public Warrants totaled Nil and 6,176,794, respectively.
The following tables summarize the Company’s 5-Year Private Warrants (in thousands, except warrant amounts):
Balance atFair ValueTransfers toBalance at
December 31, 2022
Adjustments(1)
5-Year Public WarrantsMarch 31, 2023
WarrantsAmountWarrantsAmountWarrantsAmountWarrantsAmount
9,126,515 $786 — $(122)(6,176,794)$(531)2,949,721 $133 
Balance atFair ValueBalance at
December 31, 2023
Adjustments(1)
March 31, 2024
WarrantsAmountWarrantsAmountWarrantsAmount
865,422 $26 — $(5)865,422 $21 
(1)Liability classified warrants are subject to fair value remeasurement at each balance sheet date in accordance with FASB Accounting Standard Codification (ASC) Topic 815-40, Contracts on Entity’s Own Equity. As a result, fair value adjustments related exclusively to the Company’s liability classified warrants. See Note 20 – Fair Value Measurements for further detail on the fair value of the Company’s control and subject to occurrenceliability classified warrants.
The following table summarizes additional information on the Company’s 5-Year Private Warrants as of uncertain future events. Accordingly, at March 31, 2018,2024:
Exercise PriceExercise PeriodExpiration DateWarrants Outstanding
$11.50 5 yearsMay 29, 2025865,422

14. Stockholders’ Equity
At-the-market offering
On March 15, 2022, the Company implemented an ATM Program by entering into an At Market Issuance Sales Agreement (“Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”). Under the terms of the Sales Agreement, the Company may from time to time through the Agent, acting as sales agent or principal, offer and sell shares of its Class A common stock, subjectpar value $0.0001 per share, having a gross sales price of up to possible redemption is presented as temporary equity, outside$500.0 million. Shares of common stock sold under the Sales Agreement were issued pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-257567) that the SEC declared effective on July 13, 2021, including the prospectus, dated July 13, 2021, and the prospectus supplement, dated March 15, 2022. The Company received total gross proceeds, before deducting fees and expenses of the stockholders’ equity sectionATM Program, of $138.6 million from the sale of 89,553,584 shares of the Company’s condensed balance sheets.

Offering Costs

Offering costs consist principallycommon stock, and approximately $361.4 million of legal, accounting, underwritingshares of common stock remain available for future issuance under the Sales Agreement. Net proceeds, after deducting commissions and fees of $5.0 million were $133.5 million.

On June 2, 2023, the Company filed a prospectus supplement reactivating the ATM Program and updating the amount of shares that the Company may sell through the ATM Program to an aggregate offering price of up to $361.4 million. On November 17, 2023, the Company again began accessing the ATM Program, and as of December 31, 2023, sold an additional 523,328 shares of common stock for aggregate gross proceeds, before commissions and offering expenses, of $1.1 million.
14

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
On March 19, 2024, the Company filed a prospectus supplement subject to Instruction I.B.6. to Form S-3, which is referred to as the baby shelf rule. Pursuant to the baby shelf rule, as long as the Company’s public float is less than $75.0 million, it may not sell more than the equivalent of one-third of its public float during any 12 consecutive months. The prospectus supplement updated the remaining amount of shares that the Company may sell through the ATM Program to an aggregate offering price of up to $15.3 million. During the three months ended March 31, 2024, the Company sold 517,688 shares of common stock for aggregate gross proceeds, before commissions and offering expenses, of $1.2 million.

As of March 31, 2024 and December 31, 2023, there were $14.8 million and $360.3 million, respectively, gross sales price of common stock available for issuance under the ATM Program. The net proceeds from the ATM Program have been, and are expected to be used for general corporate purposes, which may include the repayment, refinancing, redemption, or repurchase of existing indebtedness, exploration, working capital, or capital expenditures and other costs incurred throughinvestments.

On April 11, 2024, the balance sheet date that are directly relatedCompany’s public float exceeded the $75.0 million baby shelf threshold, and thus, the Company is no longer subject to its limitations.

Equity Classified Warrants
The following tables summarize the Company’s outstanding equity classified warrants included in Additional paid-in capital on the Condensed Consolidated Balance Sheets (in thousands, except warrant amounts):
Balance at
December 31, 2023
Warrant IssuancesTransfers from
5-Year Private Warrants
Balance at
March 31, 2024
WarrantsAmountWarrantsAmountWarrantsAmountWarrantsAmount
5-Year Public Warrants33,424,476 $29,539 $— — $— 33,424,476 $29,539 
Public Offering Warrants9,583,334 12,938 — — — — 9,583,334 12,938 
Private Placement Offering Warrants46,816,480 25,604 — — 46,816,480 25,604 
Total89,824,290 $68,081 — $— — $— 89,824,290 $68,081 
Balance at
December 31, 2022
Transfers from
5-Year Private Warrants(1)
Balance at
March 31, 2023
WarrantsAmountWarrantsAmountWarrantsAmount
5-Year Public Warrants25,163,383 $28,954 6,176,794 $531 31,340,177 $29,485 
Public Offering Warrants9,583,334 12,938 — — 9,583,334 12,938 
Private Placement Offering Warrants46,816,480 25,604 — — 46,816,480 25,604 
Total81,563,197 $67,496 6,176,794 $531 87,739,991 $68,027 
(1)On November 14, 2023, the Company effectuated a 1-for-10 reverse stock split, after which 10 warrants were required to purchase one share of common stock.
The following table summarizes additional information on the Company’s outstanding warrants as of March 31, 2024:
Exercise priceExercise periodExpiration dateWarrants outstanding
5-Year Public Warrants$11.50 5 yearsMay 29, 202533,424,476 
Public Offering Warrants$10.50 5 yearsOctober 6, 20259,583,334 
Private Placement Offering Warrants$1.068 5 yearsMarch 15, 202746,816,480 

15

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
15. Stock-Based Compensation
HYMC 2020 Performance and Incentive Pay Plan (“PIPP”)
On June 2, 2022, the Company’s stockholders approved an amendment to the Initial Public Offering. Offering costs amountingPIPP that increased the number of authorized shares of common stock available for issuance by 12.0 million shares of common stock. As a result, 1,450,800 shares are authorized for issuance under the PIPP after adjusting for the 1-for-10 reverse stock split. As of March 31, 2024, all awards granted under the PIPP were in the form of restricted stock units to $11,974,088 were charged to stockholders’ equity upon the completionemployees, directors, or consultants of the Initial Public Offering.

Income taxes

Company. As of March 31, 2024, there were 482,071 shares available for issuance under the PIPP.


The Company followsfollowing table summarizes the asset and liability method of accounting for income taxesCompany’s unvested share awards outstanding under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognizedthe PIPP after adjusting for the estimated future1-for-10 reverse stock split:
Three Months Ended
March 31,
20242023
Unvested at beginning of year607,099 354,715 
Granted— — 
Canceled/forfeited— (6,282)
Vested(9,443)(9,165)
Unvested end of period(1)
597,656339,267

16. Income Taxes
The Company's anticipated annual tax consequences attributablerate is impacted primarily by the amount of taxable income associated with each jurisdiction in which its income is subject to income tax and permanent differences between the financial statementsstatement carrying amounts and tax basis of existing assets and liabilities and their respective tax bases.liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferredCompany incurred Nil net income tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attributeexpense or benefit for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as ofthree months ended March 31, 20182024 and December 31, 2017.2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

On December 22, 2017, the U.S.  Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S. statutoryeffective tax rate for the three months ended March 31, 2024 and 2023 was loweredNil and Nil, respectively. The effective tax rate differed from 35%the statutory rate during each period primarily due to 21% effective January 1, 2018, among other changes. FASB ASC 740 requires companies to recognize the effect of tax law changes in the period of enactment; therefore, the Company was requiredvaluation allowance established to revalue itsoffset net deferred tax assetsassets.



17. Loss Per Share
The table below summarizes the Company’s basic and liabilities at December 31, 2017 at the new rate. The SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain tax effects of Tax Reform.

Net income (loss)diluted loss per share calculations (in thousands, except share and per share amounts):

Three Months Ended
March 31,
20242023
Net loss$(20,749)$(13,909)
Weighted average shares outstanding (1)
Basic20,811,602 20,027,065 
Diluted20,811,602 20,027,065 
Basic loss per common share (1)
$(1.00)$(0.69)
Diluted loss per common share (1)
$(1.00)$(0.69)
(1) Shares and per common share

Net income (loss) amounts have been adjusted to reflect the 1-for-10 reverse stock split effected November 14, 2023

16

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Basic and diluted net loss per common share is computed by dividing the net income (loss)loss for the period by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and Private Placement to purchase 28,540,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock outstanding for the period. Net loss per common share, basic and diluted for Class B common stock is calculated by dividing the net income (loss), less income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period.

7

MUDRICK CAPITAL ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2018 and December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recently accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,800,000 units at a price of $10.00 per Unit, inclusive of 800,000 Units sold on February 28, 2018 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one share of Class A common stock (such shares of Class A common stock included in the Units being offered, the “Public Shares”), and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

4. RELATED PARTY TRANSACTIONS

Founder Shares

On September 25, 2017, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.001 (“Class B common stock”) for an aggregate price of $25,000. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The initial stockholders have agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option on February 28, 2018, 200,000 Founder Shares are no longer subject to forfeiture. The underwriters elected not to exercise the remaining portion of the over-allotment option and, therefore, 550,000 Founder Shares were forfeited.

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement Warrants

Concurrently withoutstanding during the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (6,500,000 Private Placement Warrants by the Sponsor and 1,000,000 Private Placement Warrants by Cantor) for an aggregate purchase price of  $7,500,000. On February 28, 2018, the Company consummated the sale of an additional 240,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, of which 200,000 Private Placement Warrants were purchased by the Sponsor and 40,000 Private Placement Warrants were purchased by Cantor, generating gross proceeds of $240,000. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were addedperiod.

Due to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor, Cantor or their permitted transferees. The warrants will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. In addition, for as long as the Private Placement Warrants are held by Cantor or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement for the Initial Public Offering.

8

MUDRICK CAPITAL ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

The Private Placement Warrants have been deemed compensation by Financial Industry Regulatory Authority, or FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of the FINRA Manual commencing on the effective date of the registration statement for the Initial Public Offering. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement for the Initial Public Offering. Additionally, the Private Placement Warrants purchased by Cantor may not be sold, transferred, assigned, pledged or hypothecated for 180 days following the effective date of the Initial Public Offering except to any selected dealer participating in the Initial Public Offering and the bona fide officers or partners of the underwriter and any such participating selected dealer.

The Sponsor, Cantor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On September 25, 2017, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of March 31, 2018 or the completion of the Initial Public Offering. The Note was repaid upon the consummation of the Initial Public Offering.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on February 8, 2018 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Fornet loss during the three months ended March 31, 2018, the Company incurred $20,000 of administrative service fees.

5. COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on February 7, 2018, the holders of Founder Shares, Private Placement Warrants, securities issuable pursuant to the Forward Purchase Contract (see below),2024 and warrants that may be issued upon conversion of Working Capital Loans are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders have certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,160,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $7,280,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

9

MUDRICK CAPITAL ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

Forward Purchase Contract

On January 24, 2018, the Company entered into a forward purchase contract (the “Forward Purchase Contract”) with the Sponsor, pursuant to which the Sponsor committed to purchase, in a private placement for gross proceeds of  $25,000,000 to occur concurrently with the consummation of a Business Combination, 2,500,000 Units (the “Forward Units”) on substantially the same terms as the sale of Units in Initial Public Offering at $10.00 per Unit, and 625,000 shares of Class A common stock. The funds from the sale of Forward Units will be used as part of the consideration to the sellers in a Business Combination; any excess funds from this private placement will be used for working capital purposes in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides the Company with a minimum funding level for a Business Combination.

6. STOCKHOLDERS’ EQUITY

Common Stock

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2018 and December 31, 2017,2023, respectively, there were 1,118,674 and -0- shares of Class A common stock issued and outstanding (excluding 19,681,326 and -0- shareswas no dilutive effect of common stock subject to possible redemption), respectively.

Class B Common Stockequivalents because the effects of such would have been anti-dilutive. The Company is authorized to issue 10,000,000following table summarizes the shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of March 31, 2018 and December 31, 2017, there were 5,200,000 and 5,575,000 shares, respectively, of Class B common stock outstanding.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock atexcluded from the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that theweighted average number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding, uponas the completionimpact would be anti-dilutive (in thousands):

March 31,
20242023
Shares upon exercise of warrants (1 for 2023 only)
9,069 9,069 
Restricted stock units598 339 
Total9,667 9,408 
(1) 2023 shares and restricted stock units have been adjusted to reflect the 1-for-10 reverse stock split effected November 14, 2023.     
After the reverse stock split, 10 warrants are required to purchase one share of common stock.
17

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
18. Segment Information
The Company’s reportable segments are comprised of operating units that have revenues, earnings or losses, or assets exceeding 10% of the Initial Public Offering plus all shares of Class A common stockrespective consolidated totals, and equity-linked securities issued or deemed issued in connectionare consistent with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company or any securities issued pursuant to the Forward Purchase Contract (see Note 5)). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Preferred Stock — The CompanyCompany’s management reporting structure. Each segment is authorized to issue 1,000,000 shares of preferred stock with a par value of  $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to timereviewed by the executive decision-making group to make decisions about allocating the Company’s board of directors. As of March 31, 2018 and December 31, 2017, there were no shares of preferred stock issued or outstanding.

Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effectiveresources and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.assess its performance. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

10

MUDRICK CAPITAL ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company may redeem the Public Warrants (except with respect to the Private Placement Warrants):

in whole and not in part;
at a price of $0.01 per warrant;
at any time during the exercise period;
upon a minimum of 30 days’ prior written notice of redemption; and
if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
If, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a pricetables below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution fromsummarize the Company’s assets held outsidesegment information (in thousands):

Three months ended March 31, 2024
Hycroft MineCorporate and OtherTotal
Operating costs$10,326 $2,913 $13,239 
Loss from operations(10,326)(2,913)(13,239)
Other income1,309 — 1,309 
Interest expense – Note 9(1)(10,118)(10,119)
Interest income455 840 1,295 
Fair value adjustment to warrants – Notes 13 and 20— 
Loss before income taxes$(8,563)$(12,186)$(20,749)
Income tax benefit— — — 
Net loss$(8,563)$(12,186)$(20,749)
Three months ended March 31, 2023
Hycroft MineCorporate and OtherTotal
Operating costs8,194 3,339 11,533 
Loss from operations(8,194)(3,339)(11,533)
Interest expense – Note 9— (4,436)(4,436)
Fair value adjustments to warrants – Notes 13 and 20— 122 122 
Interest income464 1,474 1,938 
Loss before income taxes$(7,730)$(6,179)$(13,909)
Income tax benefit— — — 
Net loss$(7,730)$(6,179)$(13,909)
March 31, 2024December 31, 2023
Hycroft MineCorporate and OtherTotalHycroft MineCorporate and OtherTotal
Total Assets$56,947 $95,622 $152,569 $66,129 $135,564 $201,693 
18

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
19. Other Income (Expense)
The table below summarizes the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

7. FAIR VALUE MEASUREMENTS 

The Company follows the guidancecomponents reported in ASC 820 for its financial assets and liabilities that are re-measured and reported atOther Income / (Expense) (in thousands):

Three months ended March 31,
20242023
Other Income (Expense)
Income from non-refundable deposit$1,441 $— 
Loss on sale of equipment(132)— 
Total$1,309 $— 

20. Fair Value Measurements
Recurring fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 

measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuringfollowing table sets forth by level within the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy, is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that areliabilities measured at fair value on a recurring basis (in thousands).

Hierarchy
Level
March 31,
2024
December 31,
2023
5-Year Private Warrants2$21 $26 
The 5-Year Private Warrants are valued using a Black-Scholes model that requires a variety of inputs, including the Company's stock price, the strike price of the 5-Year Private Warrants, the risk-free rate, and the implied volatility. The terms of the 5-Year Private Warrants are identical to the terms of the 5-Year Public Warrants except that the 5-Year Private Warrants, while held by certain holders or their permitted transferees, are precluded from mandatory redemption and are entitled to be exercised on a “cashless basis” at the holder’s election. The implied volatility used in the Black-Scholes model is calculated using a Generalized AutoRegressive Conditional Heteroskedasticity model of the 5-Year Public Warrants that factors in the restrictive redemption and cashless exercise features of the 5-Year Private Warrants. The Company updates the fair value calculation on at least a quarterly basis, or more frequently if changes in circumstances and assumptions indicate a change from the existing carrying value.

Items disclosed at fair value
The Sprott Credit Agreement and the Subordinated Notes are privately held and, as such, there is no public market or trading information available for such debt instruments. As of March 31, 20182024 and December 31, 2017, and indicates2023, the fair value hierarchy of the valuation inputsCompany’s debt instruments was $101.7 million and $149.2 million, respectively, compared to the carrying value of $116.8 million and $144.9 million as of March 31, 2024 and December 31, 2023, respectively. The fair value of the principal of the Company’s debt instruments, including capitalized interest, was estimated using a market approach in which pricing information for publicly traded, non-convertible debt instruments with speculative ratings was analyzed to derive a mean trading multiple to apply to the March 31, 2024 balances.

21. Supplemental Cash Flow Information
The following table provides supplemental cash flow information (in thousands):
Three Months Ended March 31,
20242023
Cash interest paid$502 $1,473 
Increase in debt from in-kind interest2,541 2,299 
19

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
22. Commitments and Contingencies
Legal proceedings
From time to time the Company utilizedmay be involved in various legal actions related to determine such fair value:

Description Level  

March 31,

2018

  

December 31,

2017

 
Assets:            
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund  1  $210,191,736  $ 

11

MUDRICK CAPITAL ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2018

(Unaudited)

8. SUBSEQUENT EVENTS 

our business, some of which are class action lawsuits. The Company evaluated subsequent eventsdoes not believe, based on currently available information, that contingencies related to any pending or threatened legal matter will have a material adverse effect on the Company’s Financial Statements, although a contingency could be material to the Company’s results of operations or cash flows for a particular period depending on its results of operations and transactionscash flows for such period. Regardless of the outcome, litigation can have a material adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

The Company expenses legal fees and other costs associated with legal proceedings as incurred. The Company assessed, in conjunction with its legal counsel, the need to record a liability related to the Complaints and determined that occurred aftera loss was not probable nor reasonably estimable. Litigation accruals are recorded when, and if, it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. No losses have been recorded during the balancethree months ended March 31, 2024 and 2023 with respect to litigation or loss contingencies.
Insurance
The Company has deductible-based insurance policies for certain losses related to general liability, workers’ compensation, automobile coverage, and directors and officers. The Company records accruals for contingencies related to its insurance policies when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using historical loss development factors and actuarial assumptions followed in the insurance industry.
Financial commitments and contingencies not recorded in the Financial Statements
As of March 31, 2024 and December 31, 2023, the Company’s off-balance sheet arrangements consisted of a net smelter royalty arrangement and a net profit royalty arrangement.
Crofoot Royalty
A portion of the Hycroft Mine is subject to a payment of 4% net profit royalty to the previous owner of certain patented and unpatented mining claims (“Crofoot Royalty”). The mining lease also requires an annual advance payment of $120,000 every year mining occurs on the leased claims. All advance annual payments are credited against the future payments due under the 4% net profit royalty. An additional payment of $120,000 is required for each year the total tons mined on the leased claims exceeds 5.0 million tons. As the Company ceased mining operations in November 2021, the Company was not required to pay the annual advance payment of $120,000 in 2024, 2023 or 2022. The total payments due under the mining lease are capped at $7.6 million, of which the Company has paid $3.3 million, including $0.6 million of advanced annual payments in Prepaids in the Unaudited Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023.
20

HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Sprott Royalty
Pursuant to the Royalty Agreement with Sprott Private Resource Lending II (CO) Inc. in which the Company received cash consideration in the amount of $30.0 million, the Company granted a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine, payable monthly (“Sprott Royalty Agreement”). The royalty is accounted for as a deferred gain liability. Net smelter returns for any given month are calculated as Monthly Production multiplied by the Monthly Average Gold Price and the Monthly Average Silver Price, minus Allowable Deductions, as such terms are defined in the Sprott Royalty Agreement. The Company is required to remit royalty payments to the payee free and clear and without any present or future deduction, withholding, charge or levy on account of taxes, except Excluded Taxes as such term is defined in the Sprott Royalty Agreement.
At both March 31, 2024 and December 31, 2023, the estimated net present value of the Sprott Royalty Agreement was $146.7 million. The net present value of the Sprott Royalty Agreement was modeled using the following level 3 inputs: (i) market consensus inputs for future gold and silver prices; (ii) a precious metals industry consensus discount rate of 5.0%; and (iii) estimates of the Hycroft Mine’s life-of-mine gold and silver production volumes and timing.

23. Related Party Transactions
As of March 31, 2024, Ausenco Engineering South USA, Inc. (“Ausenco”) and American Multi-Cinema, Inc. (“AMC”) were considered related parties. The Company’s President and Chief Executive Officer is currently a non-executive director for Ausenco’s parent company Board of Directors. Additionally, an AMC representative serves on the Company’s Board of Directors. During the three months ended March 31, 2024, the Company paid an aggregate of $0.3 million to Ausenco to prepare the 2023 Hycroft TRS and AMC for director fees. During the three months ended March 31, 2023, the Company paid an aggregate of $0.1 million to Ausenco to prepare the 2023 Hycroft TRS and AMC for director fees. As of March 31, 2024, AMC is entitled to receive 12,721 shares of common stock upon the future vesting of restricted stock units.

24. Employee Benefit Plans
The Hycroft Mining Corporation 401(k) Plan (the “401(k) Plan”) is a defined contribution plan available to all employees of the Company upon their date of hire. The 401(k) Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, and Section 401(k) of the Internal Revenue Code of 1986, as amended. Administration fees of the 401(k) Plan are paid by the Company. The assets of the 401(k) Plan are held and the related investments are executed by the 401(k) Plan’s trustee.
Participants in the 401(k) Plan exercise control and direct the investment of their contributions and account balances among various investment alternatives. The Company matches a percentage of employee deferrals to the 401(k) Plan up to certain limits. For the dateperiods ended March 31, 2024 and March 31, 2023, the Company’s matching contributions totaled $0.3 million and $0.3 million, respectively.

25. Subsequent Events
Effective April 5, 2024, the buyer that Hycroft had entered into an Equipment Purchase Agreement with terminated the financial statements were issued. Based upon this review,remaining portion of the agreement. At the time of final termination of the agreement, the Company’s outstanding balance related to the Equipment Purchase Agreement was $0.1 million of nonrefundable deposits. In accordance with Topic 606, Revenue from Contracts with Customers, because the sale did not materialize, the $0.1 million of nonrefundable deposit payments will be recognized as Other income in the second quarter of 2024.

Since the end of the first quarter of 2024, and as of May 6, 2024, the Company did not identify any subsequent events that would have required adjustment or disclosure inhas sold an additional 1,691,055 shares of common stock for aggregate gross proceeds, before commissions and offering expenses of $6.4 million through the financial statements.

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ATM Program.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Mudrick Capital Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “sponsor” refer to Mudrick Capital Acquisition Holdings LLC.

The following discussion, which has been prepared based on information available to us as of May 6, 2024, provides information we believe is relevant to an assessment and analysisunderstanding of the Company’sour consolidated operating results and financial condition and results of operationscondition. The following discussion should be read in conjunction with theour unaudited condensed consolidated financial statements for the three months ended March 31, 2024 (the “Financial Statements”) and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact(the “Notes”) included in this Quarterly Report on Form 10-Q for the three months ended March 31, 2024, as well as our other reports filed with the Securities Exchange Commission (“SEC”) from time to time, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2023. Terms not defined herein have the same meaning defined in the Financial Statements and the Notes.

Introduction to the Company
We are a U.S.-based gold and silver exploration and development company that owns the Hycroft Mine in Nevada, USA. We are focused on exploring the Hycroft Mine’s claims comprising approximately 64,000 acres, and developing the Hycroft Mine in a safe, environmentally responsible, and cost-effective manner. We ceased mining activities in November 2021, and as of December 31, 2022, we completed processing of gold and silver ore previously placed on leach pads. We do not expect to generate revenues from gold and silver sales until after completing the technical work and recommencing mining operations.

Health and Safety
We believe safety is a core value and support that belief through our philosophy of safe work performance. Our mandatory mine safety and health programs include employee engagement and ownership of safety performance, accountability, employee and contractor training, risk management, workplace inspection, emergency response, accident investigation, anti-harassment, and program auditing. This integrated approach is essential to ensure that our employees, contractors, and visitors operate safely.
We reported no lost time incidents during the first quarter of 2024 and continue to operate in excess of one million workhours without limitation,a lost time incident. The Hycroft Mine’s total recordable injury frequency rate (“TRIFR”) for the trailing 12 months, which includes other reportable incidents, is one of the metrics we use to assess safety performance, and it is well below industry averages and significantly below pre-2021 historical levels experienced at the Hycroft Mine. During the first three months of 2024, we continued our critical focus on safety, including allocating personnel, resources, workforce time, and communications to operate safely. These actions contributed to maintaining our TRIFR of Nil (0.00) at March 31, 2024 and December 31, 2023. We will continue to evolve our safety efforts as needed to keep our workforce, contractors, and visitors safe.

Executive Summary
During the first quarter of 2024, the Company continued its exploration drill program, completed portions of the metallurgical and variability test work, and continued to analyze new drill assay data and information received in the period. The ongoing metallurgical and variability test work continues to follow up on the March 2023 Hycroft Property Initial Assessment Technical Report Summary Humboldt and Pershing Counties, Nevada (“2023 Hycroft TRS”) that was completed utilizing a conventional crushing, grinding, and flotation circuit that generates a concentrate to be fed to a pressure oxidation (“POX”) autoclave facility commonly used for refractory gold ores. The Company also focused on improving its balance sheet primarily by reducing debt, and on January 5, 2024, the Company voluntarily pre-paid $38 million of the senior secured debt with Sprott Resource Lending.

Recent Developments
2024 exploration drilling

In February 2024, the Company launched its 2024 exploration drill program (“the “2024 Drill Program”), to follow up on the high-grade underground silver discovery announced in November 2023. The 2023 drilling reflected significant high-grade silver mineralization that has continuity with historical drilling along trends not previously identified. The objective of the 2024 Drill Program is to define the structural framework of these new trends and identify target areas that have not been drilled to establish continuity of the two high-grade silver trends. The 2024 Exploration Program currently includes approximately 5,200 meters of core drilling with the flexibility to expand the program.

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Metallurgical and variability test work
During the three months ended March 31, 2024, the Company completed a substantial portion of the metallurgical and flotation variability test work necessary for designing a sulfide milling operation. The Company has also been engaged in trade-off studies and alternatives analyses to optimize the development plan for the Hycroft Mine to build, mine and process gold and silver from sulfide ore that yields the best economic return for shareholders. Through this work, the Company identified that roasting the sulfide ore has the potential to generate by-product sulfuric acid revenue that may create significant economic benefits for the project. Sulfuric acid has several commercial uses including in the production of lithium from sedimentary style deposits, of which there are five such projects in Nevada in addition to other locations. The preliminary internal work indicates Hycroft could produce a significant quantity of by-product sulfuric acid and potentially generate significant revenues in addition to the gold and silver. There is also the potential to co-generate “green” electricity as part of the roasting process. Due to the potential by-product revenues opportunities, the Company has initiated additional metallurgical studies to determine if utilizing roasting technology instead of pressure oxidation technology would deliver superior economics for the Hycroft Mine.

2024 Outlook
The Company’s current plan is to operate safely as it continues exploration drilling and data analyses, completing technical studies, conducting trade-off studies and alternatives analyses for determining the optimal process flow sheet for processing sulfide ores and recovering gold and silver, and maintaining the Hycroft Mine. The Company continues to evaluate various process alternatives to economically improve gold and silver recoveries while developing potential additional by-product revenue streams. The trade-off studies and alternatives analyses include different grinding methods, various flotation cell configurations, sulfide conversion through pressure oxidation and roasting, and process flow sheet development. This additional work is expected to be completed over the coming months and as a result, the Company will provide updates on the anticipated timing of the process flow sheet and the associated technical report as information becomes available.

Results of Operations
Projects, exploration, and development

During the three months ended March 31, 2024, Projects, exploration, and development costs totaled $4.9 million compared to $3.5 million for the same period of 2023. Projects, exploration, and development costs were related to: (i) completing technical studies; (ii) conducting geological studies; (iii) oversight and project management; and (iv) exploration drilling, engineering, and metallurgical activities. The increase of $1.4 million during the three months ended March 31, 2024 was the result of ongoing assay results and analysis from Phase 2 of the Company’s 2022-2023 Exploration Program and initiating the 2024 Exploration Drilling program in February 2024.

General and administrative
During the three months ended March 31, 2024, General and administrative expenses totaled $2.9 million compared to $3.3 million during the same period of 2023. The decrease of $(0.4) million during the three months ended March 31, 2024, was primarily due to reduced spend on outside legal and accounting services and contractors.
.
Mine site period costs
During the three months ended March 31, 2024, Mine site period costs totaled $2.6 million compared to $3.8 million for the same period of 2023, primarily due to reduced activities year over year associated with the mine site. Mine site period costs include costs related to maintaining the Hycroft Mine, including environmental, maintenance and administration costs. Effective January 1, 2023, the Company began reporting amounts for Mine site period costs as Operating Expenses as this presentation aligns with how the business will be viewed and managed until such time that the Company further develops the Hycroft Mine and recommences mining operations.

Asset Retirement Obligation Adjustment
During the three months ended March 31, 2024, the Company recognized a change in estimate to reflect both a revised Engineering Design Change required by the Nevada Department of Environmental Protection for impervious cover placement on the Crofoot Heap Leach Pad, and a change in timing to commence work in 2025 and complete it by the end of 2027. In accordance with the change in estimate, the Company recorded an expense of $2.0 million as the Company does not have mineral reserves, and accordingly, all costs are expensed until such time that it declares mineral reserves.

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During the three months ended March 31, 2023, the Company did not incur additional reclamation obligations associated with additional disturbances, other regulatory requirements, or changes in estimates.
Depreciation and amortization
Depreciation and amortization were $0.6 million and $0.7 million for the three months ended March 31, 2024, and March 31, 2023, respectively.
Accretion
The Company recorded $0.2 million and $0.2 million of Accretion for the three months ended March 31, 2024 and March 31, 2023, respectively, which related to the Company’s Asset retirement obligation and future reclamation costs. See Note 12 – Asset Retirement Obligation to the Notes to the Financial Statements for further detail.
Interest expense
As discussed in Note 9 – Debt, Net in the Notes to the Financial Statements, Interest expense totaled $10.1 million during the three months ended March 31, 2024, compared to $4.4 million during the same period in 2023. Included in Interest expense was $(6.9) million of accelerated amortization of original issue discount and issuance costs. On January 5, 2024, the Company voluntarily prepaid $38.0 million of its first lien debt. The original issue discount and issuance costs were expensed on a prorated basis in line with the prepaid amount of the debt.
The decrease of $5.7 million for the three months ended March 31, 2024 compared to the same period in 2023 was primarily due to the January 2024 voluntary prepayments the Company made on the first lien debt.
Other income, net
For the three months ended March 31, 2024, the Company recognized Other income of $1.3 million, compared to Nil for the three months ended March 31, 2023. The increase of $1.3 million included a $1.4 million gain on a non-refundable deposit (see Note 7 – Assets Held For Sale for more detail), partially offset by a loss of $(0.1) million on the sale of equipment.
Interest income
Interest income totaled $1.3 million for the three months ended March 31, 2024, compared to $1.9 million for the same period in 2023. In July 2022, the Company began investing the majority of its cash balances in AAAm rated U.S. Government Money Market Funds that are readily convertible to cash. These investments earned the Company $1.0 million and $1.5 million in interest during the three months ended March 31, 2024 and March 31, 2023, respectively. In addition, the Company earned $0.3 million on its Restricted cash during the three months ended March 31, 2024, as compared with $0.4 million for the same period in 2023.

Fair value adjustments to warrants

For the three months ended March 31, 2024, and March 31, 2023, the Fair value adjustments to warrants resulted in a non-cash gain of Nil and $0.1 million, respectively, as the market trading values of the publicly listed warrants decreased during the period.
Income taxes
The Company incurred Nil net income tax expense or benefit for three months ended March 31, 2024 and March 31, 2023.
For additional details, see Note 17 – Loss Per Share in the Notes to the Financial Statements.
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Liquidity and Capital Resources
General
The Company’s Cash and cash equivalents at March 31, 2024, were $57.6 million, as compared with $106.2 million at December 31, 2023. As discussed in Note 14 – Stockholders’ Equity in the Notes to the Financial Statements, the Company raised cash through its at-the-market public offering program (“ATM Program”) as follows:
On June 2, 2023, the Company filed a prospectus supplement reactivating the ATM Program and updating the amount of shares that the Company may sell through the ATM Program to an aggregate offering price of up to $361.4 million. On November 17, 2023, the Company again began accessing the ATM Program, and as of December 31, 2023, sold an additional 523,328 shares of common stock for aggregate gross proceeds, before commissions and offering expenses, of $1.1 million. As of December 31, 2023, there was common stock available for issuance under the ATM Program with an aggregate offering sales price of up to $360.3 million.

On March 19, 2024, the Company filed a prospectus supplement subject to Instruction I.B.6. to Form S-3, which is referred to as the baby shelf rule. For so long as the Company’s public float is less than $75.0 million, it may not sell more than the equivalent of one-third of its public float during any 12 consecutive months pursuant to the baby shelf rules. The prospectus supplement updated the remaining amount of shares that the Company may sell through the ATM Program to an aggregate offering price of up to $15.3 million.

In the first quarter of 2024, the Company continued to access the ATM Program, and as of March 31, 2024, sold an additional 517,688 shares of common stock for aggregate gross proceeds, before commissions and offering expenses of $1.2 million. As of March 31, 2024, there was common stock available for issuance under the ATM Program with an aggregate offering sales price of up to $14.8 million. On April 11, 2024, the Company’s public float exceeded the $75.0 million baby shelf threshold.

As the Company completed recovering gold and silver ounces previously placed on the leach pad in 2022, the Company does not expect to generate net positive cash for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to fund the business. Historically, the Company has been dependent on various forms of debt and equity financing to fund its business. While the Company has been successful in the past raising funds through equity and debt financings, no assurance can be given that additional financing will be available to it in amounts sufficient to meet the Company’s needs or on terms acceptable to the Company. If funds are unavailable, the Company may be required to materially change its business plan.
The Company’s future liquidity and capital resources management strategy entails a disciplined approach to monitor the timing and extent of any drilling, metallurgical and mineralogical studies while attempting to remain in a position that allows the Company to respond to changes in the business environment, such as a decrease in metal prices or lower than forecasted future cash flows, and changes in other factors beyond the Company’s control. The Company has undertaken efforts aimed at managing its liquidity and preserving its capital resources by, among other things: (i) monitoring metal prices and the impacts (near-term and future) they have on the business; (ii) ceasing open pit mining operations to reduce net cash outflows; (iii) reducing the size of the workforce to reflect the cessation of mining operations; (iv) controlling working capital and managing discretionary spending; (v) reviewing contractor usage and rental agreements for more economic options, including termination of certain agreements in accordance with their terms; (vi) decreasing Restricted Cash balances that collateralize bonds, as available; (vii) planning the timing and amounts of capital expenditures and costs for drilling, metallurgical and technical studies costs at the Hycroft Mine; and (viii) deferring such items that are not expected to benefit our near term operating plans. The Company has undertaken and continues to undertake additional efforts including: (i) monetizing non-core equipment and excess supplies inventories; (ii) selling uninstalled mills that are not expected to be needed for a future milling operation; and (iii) working with existing debt holders to adjust debt service requirements.
In addition, the Company will continue to evaluate alternatives to raise additional capital necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value.
Cash and liquidity
The Company has placed substantially all its unrestricted cash in operating and investing accounts with well-capitalized financial institutions, thereby ensuring balances remain readily available. The Company uses AAAm rated U.S. Government Money Market Funds for its unrestricted cash investments. Due to the nature of its operations and the composition of current assets, Cash and cash equivalents, Income tax receivable, and Assets held for sale represent substantially all the liquid assets on hand.
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The following table summarizes projected sources of future liquidity, as recorded within the Financial Statements (in thousands):
March 31, 2024December 31, 2023
Cash and cash equivalents$57,566 $106,210 
Other receivable200 — 
Income tax receivable1,530 1,530 
Assets held for sale, net of option payments received of $0.1 million and $1.6 million, respectively(1)
7,039 5,598 
Total projected sources of future liquidity$66,335 $113,338 
(1)In August 2022, the Company entered into an Equipment Purchase Agreement to sell one ball mill and one SAG mill for consideration of $12.0 million. The agreement was amended in December 2022 to include a sub-station transformer for an additional amount of $1.6 million for a total amended equipment purchase price of $13.6 million, of which the company has received payments totaling $1.6 million. Effective March 1, 2024, the buyer terminated a portion of the Equipment Purchase Agreement and effective April 5, 2024, the entire Equipment Purchase Agreement was terminated. Because the sale did not materialize, $1.4 million of the nonrefundable deposit payments was recognized as Other income in the first quarter of 2024, $0.1 million of the nonrefundable deposit payments will be recognized as Other income in the second quarter of 2024, and the remaining $0.1 million in nonrefundable deposit payments have been included in Contract liabilities.

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Three months ended March 31, 2024 compared to three months ended March 31, 2023
The following table summarizes sources and uses of cash for the following periods (in thousands):
Three Months Ended March 31,
20242023
Net loss$(20,749)$(13,909)
Net non-cash adjustments11,829 4,353 
Net change in operating assets and liabilities(2,813)738 
Net cash used in operating activities(11,733)(8,818)
Net cash provided by (used in) investing activities245 (271)
Net cash used in financing activities(36,863)(582)
Net decrease in cash(48,351)(9,671)
Cash, cash equivalents, and restricted cash, beginning of period132,550 175,966 
Cash, cash equivalents, and restricted cash, end of period$84,199 $166,295 
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents57,566 106,210 
Restricted cash$26,633 $26,340 
Cash, cash equivalents, and restricted cash, end of period$84,199 $166,295 
Cash used in operating activities
During the three months ended March 31, 2024, the Company used $11.7 million of cash in operating activities primarily attributable to a net loss of $20.7 million, the cash impact of which was $8.9 million. There was a $2.8 million deficit to working capital and other, including cash used for Other liabilities of $2.6 million. The largest non-cash items included in net loss during the three months ended March 31, 2024, were Accelerated amortization of original issue discount and issuance costs of $6.9 million, non-cash interest expense of $2.7 million and non-cash ARO adjustments and accretion of $2.2 million.
During the three months ended March 31, 2023, the Company used $8.8 million of cash in operating activities primarily attributable to a net loss of $13.9 million, the cash impact of which was $9.5 million, and $0.7 million was provided by working capital, that included $2.8 million cash received on the collection of Accounts receivable as the Company collected its remaining receivables related to gold and silver sales during 2022 and an increase in Prepaids and deposits of $0.8 million, partially offset by cash used to reduce Other liabilities of $1.8 million and Accounts payable and accrued liabilities of $1.1 million. The largest non-cash item included in net loss during the three months ended March 31, 2023, was Non-cash portion of interest expense of $3.0 million.
Cash used in investing activities
During the three months ended March 31, 2024, investing activities generated cash of $0.2 million, comprised of Proceeds from sale of equipment of $0.3 million, partly offset by Additions to property, plant, and equipment of $0.1 million.

For the three months ended March 31, 2023, investing activities used cash of $0.3 million primarily to purchase equipment and patented mining claims.
Cash used in financing activities
During the three months ended March 31, 2024, financing activities used cash of $36.9 million that was primarily related to principal payments on debt and notes payable including the $38.0 million voluntary prepayment of the first lien debt..

During the three months ended March 31, 2023, financing activities used cash of $0.6 million that was primarily related to Principal payments on debt and Principal payments on notes payable of $0.6 million
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Future capital and cash requirements
The following table provides the Company’s gross contractual cash obligations as of March 31, 2024, which are grouped in the same manner as they are classified in the Unaudited Condensed Consolidated Statement of Cash Flows in order to provide a better understanding of the nature of the obligations and to provide a basis for comparison to historical information. The Company believes that the following provides the most meaningful presentation of near-term obligations expected to be satisfied using current and available sources of liquidity (in thousands):
Payments Due by Period
TotalLess than
1 Year
1 - 3
Years
3 - 5
Years
More than
5 Years
Operating activities:
Sprott Royalty Agreement(1)
$241,199 $— $— $— $241,199 
Remediation and reclamation expenditures(2)
96,966 3,044 2,977 749 90,196 
Interest payments(3)
75,327 1,766 3,822 69,739 — 
Crofoot Royalty(4)
4,344 — — — 4,344 
Financing activities:
Repayments of debt principal(5)
95,173 130 43 95,000 — 
Total$513,009 $4,940 $6,842 $165,488 $335,739 
(1)The Company is required to pay a perpetual royalty equal to 1.5% of the net smelter returns from the Hycroft Mine (“Sprott Royalty Agreement”), payable monthly that also includes an additional amount for withholding taxes payable by the royalty holder. Amounts presented above incorporate mineral resource estimates as reported in the 2023 Hycroft TRS.
(2)Mining operations are subject to extensive environmental regulations in the jurisdictions in which they are conducted, and we are required, upon cessation of operations, to reclaim and remediate the lands that our operations have disturbed. The estimated undiscounted inflated cash outflows of these remediation and reclamation obligations are reflected here. In the above presentation, no offset has been applied for the $58.3 million of our reclamation bonds or for the $26.6 million of cash collateral for those bonds included in Restricted Cash.
(3)Interest payments consist of monthly payments under the Amended and Restated Credit Agreement (“Sprott Credit Agreement”) (as amended by the March 30, 2022 amended agreement (the “ Second A&R Agreement”) at the minimum interest rate of 7.5%, monthly interest payments for other debt, and paid in kind interest associated with the subordinated debt paid at maturity.
(4)The Company is required to pay a 4% net profit royalty (“Crofoot Royalty”), including advance royalty payments of $120,000 in any year where mining occurs on the Crofoot claims and an additional $120,000 if tons mined from the Crofoot claim blocks exceed 5.0 million tons. See Note 22 – Commitments and Contingencies in the Notes to the Financial Statements for additional information. Amounts shown represent the current estimates of cash payment timing using consensus pricing for gold and silver.
(5)Repayments of principal on debt consists of amounts due under the Sprott Credit Agreement (as amended by the Second A&R Agreement), the amendment to the 10% Senior Secured Notes and Note Exchange Agreement (“Subordinated Notes”), and notes payable for equipment purchases. Included in the repayment of the Sprott Credit Agreement is the $3.3 million fee that was capitalized as payable in-kind in connection with the Second A&R Agreement. Included in the repayment of the Subordinated Notes principal is interest that is payable in-kind and capitalized on a quarterly basis. See Note 9 – Debt, Net in the Notes to the Financial Statements for additional information.
Debt covenants
The Company’s debt agreements contain representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for agreements of these types.
The Sprott Credit Agreement (as amended by the Second A&R Agreement and the Second Amendment to the Second A&R Agreement) contains covenants that, among other things, restrict or limit the ability of the Company to enter into encumbrances (other than Permitted Encumbrances), incur indebtedness (other than Permitted Indebtedness), dispose of its assets (other than Permitted Disposals), pay dividends, and purchase or redeem shares, as such terms are defined in the Sprott Credit Agreement (as amended by the Second A&R Agreement and the Second Amendment to the Second A&R Agreement). The Sprott Credit Agreement (as amended by the Second A&R Agreement and the Second Amendment to the Second A&R Agreement) requires the Company to ensure that, at all times, both its Working Capital and Unrestricted Cash are at least $15.0 million, as such terms are defined in the Sprott Credit Agreement (as amended by the Second A&R Agreement and the Second Amendment to the Second A&R Agreement), and that at least every six months the Company demonstrates its ability to repay and meet all present and future obligations as they become due with a financial model that uses consensus gold prices discounted by 5.0%. The Subordinated Notes include customary events of default, including those relating to a failure to pay
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principal or interest, a breach of a covenant, representation or warranty, a cross-default to other indebtedness, and non-compliance with security documents. As of March 31, 2024, the Company was in compliance with all covenants under its debt agreements.
On March 9, 2023, the Company entered into a letter agreement (the “Waiver and Amendment”), by and between the Company, the Lender, and Sprott Private Resource Lending II (Co) Inc. (“SPRL II” and together with the Lender, the “Sprott Parties”). Pursuant to the terms of the Sprott Credit Agreement, the Company agreed that while any indebtedness is outstanding under the Sprott Credit Agreement or while the credit facility under the Sprott Credit Agreement remains available to the Company, the Company and guarantors under the Sprott Credit Agreement would not undertake certain corporate actions without the Lender’s prior written consent.

On May 24, 2023, the Company’s stockholders approved a proposed amendment of the Company’s second amended and restated certificate of incorporation (the “Certificate of Incorporation”) to effectuate a reverse stock split of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, at a ratio of no less than 1-for-10 and no more than 1-for-25, with such ratio to be determined at the sole discretion of the Board (the “Reverse Stock Split”). Pursuant to the terms of the Waiver and Amendment, Lender agreed to waive certain provisions of the Sprott Credit Agreement so that the Company may effectuate the proposed Reverse Stock Split of the Company’s common stock, including amendment of the Certificate of Incorporation necessary to effectuate the Reverse Stock Split. The Company notified the Nasdaq Stock Market LLC (“Nasdaq”) on October 26, 2023, that the Board of Directors approved filing the amendment to the Certificate of Incorporation in order that the Reverse Stock Split will be effective on November 14, 2023, at a ratio of 1-for-10. Except as set forth in the Waiver and Amendment, the Sprott Credit Agreement remains in full force and effect.
On January 5, 2024, the Company voluntarily pre-paid $34.7 million of the first lien loan, along with $3.3 million for the additional interest balance, totaling $38.0 million with a remaining outstanding balance of $15.0 million. As a result of this payment, the applicable margin was reduced by 100 basis points through the final payment.
Off-balance sheet arrangements
As of March 31, 2024, the Company’s off-balance sheet arrangements consisted of a net profit royalty arrangement and a net smelter royalty arrangement (see Note 22 – Commitments and Contingencies in the Notes to the Financial Statements).
Critical Accounting Estimates
This Management’s Discussion and Analysis is based on the Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these statements requires the Company to make assumptions, estimates, and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. For information on the most critical accounting estimates used to prepare the Financial Statements, see the Critical Accounting Estimates section included in this “Management’sPart II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regardingOperations in the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, basedAnnual Report on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectusForm 10-K for the Initial Public Offering filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on August 28, 2017 in Delaware and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of our Initial Public Offering and the Private Placement, the proceeds from the sale of our shares in connection with a Business Combination (pursuant to the forward purchase agreement we entered into with our sponsor or backstop agreements we may enter into in connection with our initial Business Combination), our securities, debt or a combination of cash, securities and debt.

The issuance of additional shares of common stock or preferred stock:

may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock;
may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;
could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and
may adversely affect prevailing market prices for our Class A common stock and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
our inability to pay dividends on our common stock;
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and
other purposes and other disadvantages compared to our competitors who have less debt.

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year ended December 31, 2023.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 28, 2017 (date of inception) through March 31, 2018 were organizational activities, those necessary to prepare for the Initial Public Offering, which was consummated on February 12, 2018, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income in the form of interest income on cash and marketable securities held in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2018, we had net loss of $6,732, which consists of operating costs of $105,860 and a provision for income taxes of $13,060, offset by interest income on cash and securities held in the Trust Account of $111,736 and other interest income of $452.

Liquidity and Capital Resources

The completion of the Initial Public Offering and simultaneous Private Placement Warrants, inclusive of the underwriters’ partial exercise of their over-allotment option, generated gross proceeds to the Company of $215,740,000. Related transaction costs amounted to $11,974,088, consisting of $4,160,000 of underwriting fees, $7,280,000 of deferred underwriting commissions payable (which are held in the Trust Account) and $534,088 of other costs.

As of March 31, 2018, we had cash and securities held in the Trust Account of $210,191,736, substantially all of which is invested in U.S. treasury securities money market fund. Interest income earned on the balance in the Trust Account is available to us to pay taxes.

As of March 31, 2018, we had cash of $835,631 held outside the Trust Account, which is available for use by us to cover the costs associated with identifying a target business, negotiating a Business Combination, due diligence procedures and other general corporate uses. In addition, as of March 31, 2018, we had accounts payable and accrued expenses of $50,445.

For the three months ended March 31, 2018, cash used in operating activities amounted to $153,030, mainly resulting from a net loss of $6,732 and interest earned on securities held in the Trust Account of $111,736. Changes in our operating assets and liabilities used $34,562 of cash.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our Business Combination. We may withdraw interest to pay taxes and up to $100,000 for dissolution expenses, if any. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Our Sponsor has committed, pursuant to the Forward Purchase Contract with us, to purchase, in a private placement for gross proceeds of  $25,000,000 to occur concurrently with the consummation of a Business Combination, 2,500,000 Units on substantially the same terms as the sale of Units in Initial Public Offering at $10.00 per Unit, and 625,000 shares of Class A common stock. The funds from the sale will be used as part of the consideration to the sellers in a Business Combination; any excess funds from this private placement will be used for working capital purposes in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides us with a minimum funding level for a Business Combination.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses (as well as pay personnel and advisors to do the forgoing), structure, negotiate and complete a Business Combination. 

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In order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our Business Combination, we would repay such loaned amounts. In the event that our Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans will be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. No written agreements currently exist with respect to such loans.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. In the current economic environment, it has become especially difficult to obtain acquisition financing. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-balance sheet financing arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support provided to the Company. We began incurring these fees on February 8, 2018 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination or the Company’s liquidation.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has not identified any critical accounting policies.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The net proceeds

As the Company qualifies as a smaller reporting company under Item 10(f) of the Initial Public OfferingRegulation S-K, quantitative and the sale of the Private Units held in the Trust Accountqualitative disclosures about market risk are invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

not required, and such are omitted from this filing.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published Financial Statements. Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with GAAP. Internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.
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The Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, areas required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act as of March 31, 2024.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and other procedures that are designedwere effective as of March 31, 2024 to ensureprovide such reasonable assurance that information required to be disclosed by us, including our consolidated subsidiaries, in our reports filedwe file or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submittedsubmit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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disclosure and is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission’s rules and forms.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act,Our management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluationbelieves that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. While the design of any system of controls is to provide reasonable assurance of the effectiveness of the design and operation of our disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and procedures assuch assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of March 31, 2018. Based upon this evaluation, our Chief Executive Officerthe inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

may not be prevented or detected.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been


There were no changesignificant changes in our internal control over financial reporting during the quarter ended March 31, 2024 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.


Cautionary Statement Regarding Forward-Looking Statements
In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the SEC, all as may be amended from time to time. All statements, other than statements of historical fact, included herein or incorporated by reference, that address activities, events, or developments that we expect or anticipate will or may occur in the future, are forward-looking statements, including but not limited to such things as:
The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “project”, “target”, “budget”, “may”, “can”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to”, or other similar words, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intentions identify forward-looking statements. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefit of the “safe harbor” provisions of such laws. These statements involve known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual results, performance or achievements to be materially different from any results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on current expectations.
Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make in this Quarterly Report on Form 10-Q speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
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See Risk Factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2023, as the same may be updated from time to time, and other SEC filings, for more information about these and other risks.
Part II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

PROCEEDINGS
From time to time, the Company may be involved in various legal actions related to our business, some of which are class action lawsuits. The Company does not believe, based on currently available information, that contingencies related to any pending or threatened legal matter will have a material adverse effect on the Company’s Unaudited Condensed Consolidated Financial Statements, although a contingency could be material to the Company’s results of operations or cash flows for a particular period depending on its results of operations and cash flows for such period. Regardless of the outcome, litigation can have a material adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

ITEM 1A. RISK FACTORS.

Factors that could cause our actual resultsFACTORS

As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, risk factors are not required to differ materially from thosebe included in thisa Quarterly Report and, therefore, are any of the risks described in our final prospectus filed with the SEC on February 8, 2018. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date ofomitted from this Quarterly Report, there have been no material changes to the risk factors disclosed in our final prospectus filed with the SEC on February 8, 2018.

filing.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The Sponsor and Cantor purchased an aggregate of 7,740,000 Private Placement Warrants (6,700,000 Private Placement Warrants by the Sponsor and 1,040,000 Private Placement Warrants by Cantor) at a price of $1.00 per warrant in private placements that occurred simultaneously with the closing of the Initial Public Offering (including the closing of the partial exercise of the underwriters’ over-allotment option). Each Private Placement Warrant is exercisable for one share of the Company’s Class A common stock at a price of $11.50 per share. The sale of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

In February 2018, the Company consummated its Initial Public Offering in which it sold an aggregate of 20,800,000 Units (including a partial exercise of the underwriter’s overallotment option), with each Unit consisting of one share of Class A common stock and one warrant to purchase one share of Class A common stock at a price of $11.50 per share. The Units in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $208,000,000, including the sale of an aggregate of 800,000 Units to cover over-allotments. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-222562). The SEC declared the registration statement effective on February 7, 2018.

In connection with the Initial Public Offering, the Company incurred offering costs of $11,974,088 (including an underwriting fee of $4,160,000 and deferred underwriting commissions of $7,280,000 (including fees and commissions in connection with the partial exercise of the underwriter’s overallotment option)). Other incurred offering costs consisted principally of formation and preparation fees related to the Initial Public Offering. Prior to the closing of the Initial Public Offering, the Sponsor had made $242,331 in loans to the Company. The loans were non-interest bearing and payable on the earlier of March 31, 2018 or the completion of the Initial Public Offering. The loans of $242,331 were fully repaid upon the consummation of the Initial Public Offering on February 12, 2018.

After deducting the underwriting fee (excluding the deferred underwriting commission of $7,280,000, which amount will be payable upon consummation of the Business Combination, if consummated) and the Initial Public Offering expenses, the total net proceeds from our Initial Public Offering and the sale of the Private Placement Warrants was approximately $211,045,912 of which $210,080,000 (or $10.10 per Unit sold in the Initial Public Offering) was placed in the Trust Account.  As of March 31, 2018, cash held outside the Trust Account was $835,631. The net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are held in the Trust Account and have been invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

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PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

DISCLOSURES
The Company believes “the miner is the most important asset to come out of a mine” and it supports that belief through its philosophy of “continuous improvement.” The Company’s mandated mine safety and health programs include employee and contractor training, risk management, workplace inspection, emergency response, accident investigation, and program auditing. These programs are a focus for the Company’s leadership and top management and are essential at all levels to ensure that its employees, contractors, and visitors operate safely. The Company’s goal for these programs is to have zero workplace injuries and occupational illnesses and it will focus on continuous improvement of its programs and practices to achieve this goal and is implementing programs and practices to align its safety culture with that goal.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.

ITEM 5. OTHER INFORMATION.

None.

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INFORMATION

(a)None.
(b)There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.
(c)During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.


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ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

EXHIBITS
(a)Exhibits
No.Description of Exhibit
1.1***Exhibit
Number
Description
,
10.1
3.1***Amended and Restated Certificate of Incorporation.
4.1***Warrant Agreement, dated February 7, 2018,April 10, 2024, by and between the Companyregistrant and Continental Stock Transfer & Trust Company, as warrant agent.Diane R. Garrett (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 12, 2024). †
10.1***10.2
10.2***Letter Agreement, dated February 7, 2018, by and among the Company and its independent directors.
10.3***Investment Management Trust Agreement, February 7, 2018,as of April 10, 2024, by and between the Companyregistrant and Continental Stock Transfer & Trust Company, as trustee.Stanton K. Rideout (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on April 12, 2024).†
10.4***31.1Registration Rights Agreement, dated February 7, 2018, by and between the Company, Mudrick Capital Acquisition Holdings LLC and the holders party thereto.
10.5***Administrative Support Agreement, dated February 7, 2018, by and between the Company and Mudrick Capital Acquisition Holdings LLC.
31.1*

31.2*31.2

32.1**32.1

32.2**32.2

101.INS*95.1

101.INSInline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
101.CAL*101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentDocument*
101.SCH*101.DEFXBRL Taxonomy Extension Schema Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase DocumentDocument*
101.LAB*101.LABInline XBRL Taxonomy Extension LabelsLabel Linkbase DocumentDocument*
101.PRE*101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentDocument*

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*Filed herewith.
**Furnished.
***Incorporated by reference to our Current Report on Form 8-K filed on February 13, 2018

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*Filed herewith.

**Furnished herewith.
† Management contract or compensatory plan or arrangement.    
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SIGNATURES

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

MUDRICK CAPITAL ACQUISITION CORPORATION
HYCROFT MINING HOLDING CORPORATION
(Registrant)
Date: May 14, 20187, 2024By:/s/ Jason MudrickDiane R. Garrett
Name:Jason Mudrick
Title:
Diane R. Garrett
President and Chief Executive Officer
(Principal Executive Officer)
 (Principal Executive Officer
Date: May 14, 20187, 2024By:/s/ Glenn SpringerStanton Rideout
Name:Glenn Springer
Title:
Stanton Rideout
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Accounting Officer)

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