MUDRICK CAPITAL ACQUISITION CORPORATION
527 Madison Avenue, 6th6th Floor
New York, New York 10022
PROXY STATEMENT
2019 ANNUALSPECIAL MEETING OF STOCKHOLDERS
To be held on Thursday, December 19, 2019, at 10:00 a.m., local time
at the officesTO BE HELD FEBRUARY 10, 2020
PROXY STATEMENT
The special meeting (the “special meeting”) of Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
Why did you send me this proxy statement?
This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or “Board”)stockholders of Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company,(“we,” “we,“us,” us,“our,” and “our”or the “Company”), for use at the annual meeting of stockholders (the “Annual Meeting”) towill be held on Thursday, December 19, 2019February 10, 2020, at 10:00 a.m., local Eastern time, at the offices of Ellenoff GrossmanWeil, Gotshal & ScholeManges LLP, located at 1345767 Fifth Avenue, of the Americas, 11th Floor, New York, New York 10105, or at any adjournments or postponements thereof. This proxy statement summarizes10153, to consider and vote upon the information that you need to make an informed decision on the proposals to be considered at the Annual Meeting. This proxy statement and the enclosed proxy card were first sent to the Company’s stockholders on or about December 4, 2019.
What is included in these materials?
These materials include:following proposal:
•
This Proxy Statementa proposal to amend (the “Charter Amendment”) the Company’s amended and restated certificate of incorporation (the “charter”) to extend the date by which the Company has to consummate a business combination (the “Extension”) for the Annual Meeting; andan additional six months, from February 12, 2020 (the “Current Termination Date”) to August 12, 2020 (the “Extended Termination Date”).
•
The Charter Amendment proposal is essential to the overall implementation of the board of directors’ plan to extend the date that the Company has to complete a business combination. The purpose of the Charter Amendment is to allow the Company more time to complete its proposed business combination (the “Transaction”) pursuant to the Purchase Agreement, dated as of January 13, 2020, as it may be amended (the “Purchase Agreement”), by and among the Company, MUDS Acquisition Sub, Inc. and Hycroft Mining Corporation (the “Seller”).
The Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2019.
What proposals will be addressedaffirmative vote of at the Annual Meeting?
Stockholders will be asked to consider the following proposals at the Annual Meeting:
1.
To elect one director to serve as a Class I director on the Board until the 2022 annual meeting of stockholders or until his successor is elected and qualified; and
2.
To ratify the selection by our audit committee of WithumSmith+Brown, PC (“Withum”) to serve as our independent registered public accounting firm for the year ending December 31, 2019.
We will also consider any other business that properly comes before the Annual Meeting.
How does the Board of Directors recommend that I vote?
Our Board of Directors unanimously recommends that stockholders vote “FOR” the director nominee and “FOR” the ratificationleast 65% of the selection of Withum as our independent registered public accounting firm.
Who may vote at the Annual Meeting of stockholders?
Stockholders who ownedoutstanding shares of the Company’s common stock is required to approve the Charter Amendment.
Holders (“public stockholders���) of the Company’s Class A common stock $0.0001, par value $.0001 per share (“public shares”), may elect to redeem their shares for their pro rata portion of the funds available in the trust account in connection with the Charter Amendment (the “Election”) regardless as to whether or how such public stockholders vote with respect to the Charter Amendment. However, the Company will not proceed with the Charter Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. If the Charter Amendment is approved by the requisite vote of stockholders, the remaining public stockholders will retain their right to redeem their public shares for their pro rata portion of the funds available in the trust account when the Transaction is submitted to the stockholders. Furthermore, if the Charter Amendment proposal is approved and the Extension is implemented, then in accordance with the terms of that certain investment management trust agreement, dated as of February 7, 2018, by and between the closeCompany and Continental Stock Transfer & Trust Company (the “Trust Agreement”), the trust account will not be liquidated (other than to effectuate the redemptions) until the earlier of business on November 15, 2019 are entitled to vote at(a) receipt by the Annual Meeting. Astrustee of a termination letter (in accordance with the terms of the Record Date,Trust Agreement) or (b) the Extended Termination Date.
The withdrawal of funds from the trust account in connection with the Election will reduce the amount held in the trust account following the redemption, and the amount remaining in the trust account may be significantly reduced from the approximately $215,830,426 that was in the trust account as of January 23, 2020. In such event, the Company may need to obtain additional funds to complete a business combination and there were 20,800,000can be no assurance that such funds will be available on terms acceptable to the parties or at all. However, concurrently with the signing of the Purchase Agreement, the Company entered into subscription/backstop agreements with certain existing investors in the Seller for the purchase and sale of 6,500,000 shares of Class A common stock of the Company, and the issuance to such investors of 3,250,000 warrants exercisable at $11.50 per share, for an aggregate purchase price of $65,000,000, through a private placement offered pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “private placement”), which number of shares of Class A common stock issued and aggregate purchase price shall be subject to reduction if (i) prior to the consummation of the business combination, the Company enters into subscription agreements or other instruments pursuant to which the Company agrees to issue and sell to certain third-party investors all or any portion of the shares to be issued in connection with the