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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12
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MUDRICK CAPITAL ACQUISITION CORPORATION
(Name of Registrant as Specified in its Charter)
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MUDRICK CAPITAL ACQUISITION CORPORATION

527 Madison Avenue, 6th Floor
New York, New York 10022
To the Stockholders of Mudrick Capital Acquisition Corporation:
You are cordially invited to attend the 2019 annual meeting of stockholders (the “Annual Meeting”) of Mudrick Capital Acquisition Corporation (the “Company”) to be held on Thursday, December 19, 2019 at 10:00 a.m., local time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 to consider and vote upon the following proposals:
1.
To elect one director to serve as a Class I director on the Company’s Board of Directors (the “Board”) until the 2022 annual meeting of stockholders or until his successor is elected and qualified;
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To ratify the selection by our audit committee of WithumSmith+Brown, PC to serve as our independent registered public accounting firm for the year ending December 31, 2019; and
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Such other matters as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.
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THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEE AND “FOR” THE RATIFICATION OF WITHUMSMITH+BROWN, PC TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
The Board has fixed the close of business on November 15, 2019 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof.
Your vote is important. You are requested to carefully read the proxy statement and accompanying Notice of Annual Meeting for a more complete statement of matters to be considered at the Annual Meeting.
By Order of the Board,
/s/ Jason Mudrick
Chief Executive Officer and Director
This proxy statement is dated December 4, 2019
and is being mailed with the form of proxy on or shortly after December 4, 2019.
IMPORTANT
Whether or not you expect to attend the Annual Meeting, you are respectfully requested by the Board of Directors to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke it at any time prior to the Annual Meeting or vote in person at the Annual Meeting.
PLEASE NOTE:   If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the election of directors unless you direct the nominee holder how to vote, by returning your proxy card or by following the instructions contained on the proxy card or voting instruction form, or submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.
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MUDRICK CAPITAL ACQUISITION CORPORATION
527 Madison Avenue, 6th6th Floor
New York, New York 10022
NOTICE OF 2019 ANNUALSPECIAL MEETING OF STOCKHOLDERS OF
TO BE HELD DECEMBER 19, 2019MUDRICK CAPITAL ACQUISITION CORPORATION
To Be Held on February 10, 2020
To the Stockholders of Mudrick Capital Acquisition Corporation:
NOTICE IS HEREBY GIVEN that the 2019 annuala special meeting of stockholders (the “Annual Meeting”“special meeting”) of Mudrick Capital Acquisition Corporation, a Delaware corporation (the(“we,” “us,” “our,” or the “Company”), will 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 10105,10153. You are cordially invited to consider and vote uponattend the following proposals:
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To elect one directorspecial meeting for the purpose of voting on a proposal to serve as a Class I director onamend (the “Charter Amendment”) the Company’s Boardamended and restated certificate of Directorsincorporation (the “Board”) until the 2022 annual meeting of stockholders or until his successor is elected and qualified;
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To ratify the selection by our audit committee of WithumSmith+Brown, PC (“Withum”“charter”) to serveextend the date by which the Company has to consummate a business combination (the “Extension”) for an additional six months, from February 12, 2020 to August 12, 2020 (the “Extended Termination Date”).
The Charter Amendment is more fully described in the accompanying proxy statement.
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, a Delaware corporation (the “Seller”). The Company’s IPO prospectus and charter provide that the Company has until February 12, 2020 (the “Current Termination Date”) to complete a business combination. As a result, our independent registered public accounting firmboard of directors has determined it is in the best interests of the Company and our stockholders to extend the termination date from the Current Termination Date to the Extended Termination Date and provide that the date for cessation of operations of the year ending December 31, 2019; andCompany if the Company has not completed a business combination would similarly be extended to the Extended Termination Date.
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Such other matters as may properly comeWhile we have entered into a definitive agreement with the Seller in respect of the Transaction, our board of directors currently believes that there will not be sufficient time before the Annual Meeting or any adjournment(s) or postponement(s) thereof.
​Current Termination Date to hold a special meeting at which to conduct a vote for stockholder approval of the Transaction. Accordingly, our board of directors believes that in order to be able to consummate the Transaction, we will need to obtain the Extension.
Only stockholdersholders of record of the Company as ofour common stock at the close of business on NovemberJanuary 15, 2019,2020 are entitled to notice of the special meeting and to vote at the Annual Meetingspecial meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.
Approval of the Charter Amendment requires the affirmative vote of holders of at least 65% of our outstanding shares of common stock. The board of directors of the Company has already approved the Charter Amendment.
If the Charter Amendment proposal is not approved at the special meeting or any adjournment or postponement thereof. Each share of Class Athereof and Class B common stock entitleswe do not consummate a business combination by February 12, 2020, we will terminate the holder thereof to one vote.
Your vote is important. Proxy voting permits stockholders unable to attend the Annual Meeting to vote their shares through a proxy. By appointing a proxy, your shares will be representedPurchase Agreement and, votedas contemplated by our IPO prospectus and in accordance with your instructions. You canour charter, we 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 and (iii) as promptly as reasonably possible following such redemption,
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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 Company’s public stockholders 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 yourwith respect to the Charter Amendment. The Company believes that such redemption right enables the Company’s public stockholders to determine not to sustain their investments for an additional period if the Company does not complete the Transaction in the timeframe initially contemplated by its charter. If the Charter Amendment is approved by the requisite vote of stockholders, the remaining holders of public shares by completingwill 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 stockholders.
If the Charter Amendment proposal is approved and returning your proxy card, or submit your proxy by telephone, fax, or over the Internet (if those options are available to you)Extension is implemented, then in accordance with the instructions onCompany’s trust agreement, the enclosed proxy cardCompany’s trust account will not be liquidated (other than to effectuate the redemptions) until the earlier of  (a) receipt by the trustee of a termination letter (in accordance with the terms of the trust agreement) or voting instruction card. Proxy cards(b) the Extended Termination Date.
To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the special meeting. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.
The Company estimates that are signed and returned but do not include voting instructionsthe per-share pro rata portion of the trust account will be voted byapproximately $10.37 at the proxytime of the special meeting. The closing price of the Company’s common stock on January 24, 2020 was $10.36. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving $0.01 more for each share than if such stockholder sold the shares in the open market. The Company cannot assure stockholders that they will be able to sell their shares of common stock in the open market, even if the market price per share is higher than the redemption price stated above, as recommended bythere may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
The Company reserves the Board. You can change your voting instructions or revoke your proxyright at any time priorto cancel the special meeting and not to submit to stockholders or implement the Charter Amendment.
Your attention is directed to the Annual Meeting by followingproxy statement accompanying this notice (including the instructions included inannexes thereto) for a more complete description of the proposal. We encourage you to read this proxy statement and on the proxy card.
Even ifcarefully. If you plan to attend the Annual Meeting in person, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date to ensure thathave any questions or need assistance voting your shares, will be represented at the Annual Meeting if you are unable to attend. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. You may also accessplease contact our proxy materialssolicitor, Advantage Proxy, Inc. at the following website: http://www.proxyvote.com.(877) 870-8565 (toll free) or banks and brokers can call collect at (206) 870-8565 or by email to ksmith@advantageproxy.com.
By Order of the Board of Directors,
/s/ Sincerely,
[MISSING IMAGE: sg_jason-mudrick.jpg]
Jason Mudrick
Chief Executive Officer and Director
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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS
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THE ANNUAL MEETING
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Date, Time, Place and Purpose of the Annual Meeting
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Record Date, Voting and Quorum
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Required Vote
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Voting
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Revocability of Proxies
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Attendance at the Annual Meeting
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Solicitation of Proxies
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No Right of Appraisal
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Other Business
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Principal Offices
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Directors and Officers
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Corporate Governance
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Number and Terms of Office of Officers and Directors
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Committee Membership, Meeting and Attendance
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Audit Committee Report
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Board Leadership Structure and Role in Risk Oversight
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Compensation Committee Interlocks and Insider Participation
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Section 16(a) Beneficial Ownership Reporting Compliance
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Code of Ethics
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Executive Compensation
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Director Independence
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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PROPOSALS TO BE CONSIDERED BY STOCKHOLDERS
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Proposal One  —  Election of One Class I Directors
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Proposal Two  —  Ratification of Appointment of Independent Registered Public Accounting
Firm
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OTHER MATTERS
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Submission of Stockholder Proposals for the 2020 Annual Meeting
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Householding Information
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Where You Can Find More Information
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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:
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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”).
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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.
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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
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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.
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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
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transactions contemplated by such subscription/backstop agreements or (ii) in connection with the consummation of the business combination, the cash remaining in the Company’s trust account following the satisfaction of stockholder redemptions exceeds $10,000,000. In addition, Mudrick Capital Acquisition Holdings LLC, our sponsor, has committed, pursuant to a 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 our initial business combination, 2,500,000 of our units on substantially the same terms as the sale of units in our initial public offering at $10.00 per unit, and 625,000 shares of Class A common stock.
If the Charter Amendment proposal is not approved and we do not consummate a business combination by February 12, 2020, we will terminate the Purchase Agreement and, as contemplated by our IPO prospectus and in accordance with our charter, we 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.
Prior to the IPO, the Company’s initial stockholders (a) acknowledged that they have no rights of any kind to the funds deposited into the trust account in respect of any shares of Class B common stock, par value $0.0001 per share (the “founder shares”), held by them and (b) waived any redemption rights they may have in respect of any shares of the Company’s Class A common stock held by them in connection with the Company’s initial business combination or a vote to approve a Charter Amendment proposal. However, such stockholders and 5,200,000their respective affiliates will be entitled to liquidating distributions with respect to any public shares held by them that were sold as part of the Company’s IPO if the Company fails to complete an initial business combination within the prescribed timeframe.
Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of  (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act of 1933.
Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the prescribed time frame may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at the time of the adoption of the plan that will provide for our payment of all existing and pending claims or claims that may be potentially
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brought against us within the ten years following our dissolution. Since we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise are from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
The record date for the special meeting is January 15, 2020. Record holders of the Company’s common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 26,000,000 outstanding shares of the Company’s Class B common stock issuedincluding 20,800,000 outstanding public shares. The Company’s warrants do not have voting rights.
This proxy statement contains important information about the special meeting and outstanding.the proposal. Please read it carefully and vote your shares.
This proxy statement is dated January 27, 2020 and is first being mailed to stockholders on or about January 27, 2020.
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How many votes mustQUESTIONS AND ANSWERS ABOUT THE PROPOSAL FOR STOCKHOLDERS
The following questions and answers briefly address some commonly asked questions about the Charter Amendment proposal to be present to hold the Annual Meeting?
Your shares are counted as presentpresented at the Annual Meetingspecial meeting. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the annexes and the other documents referred to herein.
Q:
Why am I receiving this proxy statement?
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A:
The Company is a blank check company incorporated on August 28, 2017 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.
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On February 12, 2018, the Company consummated its IPO, which, when combined with the partial exercise of the underwriters’ over-allotment option and the consummation of a private placement simultaneously with the IPO, generated net proceeds of  $210,080,000. Such net proceeds were deposited into the trust account established for the benefit of the Company’s public stockholders. Like most blank check companies, our charter provides for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if you attendno qualifying business combinations are consummated on or before a certain date (in our case, February 12, 2020). The board of directors believes that it is in the Annual Meetingbest interests of the stockholders to continue the Company’s existence until the Extended Termination Date in order to allow the Company more time to complete the Transaction and is submitting this proposal to the stockholders to vote upon.
Q:
What is voted on?
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A:
You are being asked to vote on a proposal to amend the Company’s charter to extend the date by which the Company has to consummate a business combination to the Extended Termination Date. Approval of the Charter Amendment is a condition to the implementation of the Extension.
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We will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Charter Amendment proposal, after taking into account the Election.
If the Charter Amendment proposal is approved and the Extension is implemented, the removal from the trust account of an amount equal to the pro rata portion of funds available in person,the trust account relating to the redeemed public shares in connection with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the amount that will remain in the trust account if you properly submit your proxythe Charter Amendment proposal is approved; 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 can be no assurance that such funds will be available on terms acceptable to the parties or at all. Furthermore, if the Charter Amendment proposal is approved and the Extension is implemented, then in accordance with the terms of the Trust Agreement, the trust account will not be liquidated (other than to effectuate the redemptions) until the earlier of  (a) receipt by the trustee of a termination letter (in accordance with the terms of the Trust Agreement) or (b) the Extended Termination Date.
If the Charter Amendment proposal is not approved and we have not consummated a business combination by February 12, 2020, or if yourthe Charter Amendment proposal is approved and we have not completed a business combination by the Extended Termination Date, we will terminate the Purchase Agreement and, we 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, are registeredat a per-share price, payable in cash, equal to the aggregate amount then on deposit in the name of a bank or brokerage firm and you do not provide voting instructions and such bank or broker casts a votetrust account including interest earned on the ratificationfunds held in the trust account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of our independent registeredinterest to pay dissolution expenses), divided by the number of then outstanding public accounting firm. On November 15, 2019, there were 20,800,000shares, 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
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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 Company’s initial stockholders have (a) acknowledged that they have no rights of any kind to the funds deposited into the trust account in respect of their founder shares and (b) waived any redemption rights they may have in respect of any shares of the Company’s Class A common stock held by them in connection with the Company’s initial business combination or a vote to approve a Charter Amendment proposal. However, such stockholders and 5,200,000their respective affiliates will be entitled to liquidating distributions with respect to any public shares held by them that were sold as part of the Company’s Class B common stock outstanding and entitledIPO if the Company fails to vote. In order for uscomplete an initial business combination within the prescribed timeframe. There will be no distribution from the trust account with respect to conductour warrants, which will expire worthless in the Annual Meeting, a majority of the voting power of our outstanding shares of common stock entitled to vote at the Annual Meeting must be present at the Annual Meeting. This is referred to as a quorum. Consequently, 13,000,001 shares of common stock must be present at the Annual Meeting to constitute a quorum.event we wind up.
Q:
How many votes do I have?have at the special meeting?
Each share of Class A common stock and Class B common stock is​
A:
Our stockholders are entitled to one vote on each matter that comes before the Annual Meeting. Information about the stock holdings of our directors and executive officers is contained in the section of this Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management.”
What is the difference between a stockholder of record and a beneficial owner of shares held in street name?
Stockholder of Record.   If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the proxy materials were sent directly to you by the Company.
Beneficial Owner of Shares Held in Street Name.   If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “vote instruction form.”
What is the proxy card?
The proxy card enables you to appoint Jason Mudrick, our Chief Executive Officer and Director, and Glenn Springer, our Chief Financial Officer, as your representatives, at the Annual Meeting. By completing and returning the proxy card, you are authorizing Mr. Mudrick and Mr. Springer to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date in case your plans change. If a proposal comes upspecial meeting for vote at the Annual Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.
If I am a stockholder of recordeach share of the Company’s shares, how do I vote?
There are two ways to vote:
•
In person.   If you are a stockholdercommon stock held of record you may vote in personas of January 15, 2020, the record date for the special meeting. As of the close of business on the record date, there were 26,000,000 outstanding shares of our common stock.
​
Q:
What constitutes a quorum at the Annual Meeting. The Company will give you a ballot when you arrive.special meeting?
​
•A:
By Mail.   You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.
​
If I am a beneficial owner of shares held in street name, how do I vote?
There are three ways to vote:
•
In person.   If you are a beneficial owner of shares held in street name and you wish to vote in
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person at the Annual Meeting, you must obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.
•
By mail.   You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.
​
•
By telephone or over the Internet.   You may vote by proxy by submitting your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in street name and your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting alternatives, availability and specific procedures vary.
​
Will my shares be voted if I do not provide my proxy?
If you hold your shares directly in your own name, they will not be voted if you do not provide a proxy.
Your shares may be voted under certain circumstances if they are held in the nameHolders of a brokerage firm. Brokerage firms generally havemajority in voting power of the authority to vote shares not voted by customers on certain “routine” matters, including the ratification of an independent registered public accounting firm. Accordingly, at the Annual Meeting, your shares may only be voted by your brokerage firm for the ratification of our independent registered public accounting firm.
Brokers are prohibited from exercising discretionary authority on non-routine matters. The election of Class I directors is considered a non-routine matter,Company’s common stock issued and therefore brokers cannot exercise discretionary authority regarding this proposal for beneficial owners who have not returned proxies to the brokers (so-called “broker non-votes”). In the case of broker non-votes, and in cases where you abstain from voting on a matter when present at the Annual Meetingoutstanding and entitled to vote those shares will still be counted for purposes of determining if a quorum is present.
What vote is required to elect directors?
Directors are elected by a plurality of the votes cast at the Annual Meeting. Abstentions will have no effect on this proposal, assuming that a quorum is present.
What vote is required to ratify the selection by our audit committee of Withum as our independent registered public accounting firm?
Approval of the proposal to ratify the selection of Withum as our independent registered public accounting firm requires the affirmative vote of the majority of the votes cast by the stockholdersspecial meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting will have the power to adjourn the special meeting. As of the record date for the special meeting, the presence, in person or by proxy, of holders of 13,000,001 shares of our common stock would be required to achieve a quorum.
​
Q:
Why is the Company proposing the Charter Amendment proposal?
​
A:
The Company’s charter provides for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if no qualifying business combinations are consummated on or before February 12, 2020. As we explain below, the Company will not be able to complete a business combination by that date.
​
While the Company has entered into a definitive agreement with the Seller in respect of the Transaction, our board of directors currently believes that there will not be sufficient time before the Current Termination Date to hold a special meeting at which to hold a vote for stockholder approval of the Transaction. Accordingly, our board of directors believes that in order to be able to consummate the Transaction, we will need to obtain the Extension.
You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination when it is submitted to stockholders and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed by the Extended Termination Date.
Q:
Why should I vote for the Charter Amendment proposal?
​
A:
The Company’s board of directors believes stockholders should have an opportunity to evaluate the Transaction. Accordingly, the Company’s board of directors is proposing the Charter Amendment to extend the date by which it has to complete a business combination until the Extended Termination Date, which will also allow for the Election to go forth. The Extension would give the Company the opportunity to hold a stockholder vote for the approval of the Transaction.
​
Q:
How do the Company’s insiders intend to vote their shares?
​
A:
All of the Company’s directors, executive officers and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Charter Amendment.
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The Company’s directors, executive officers and their respective affiliates are not entitled to redeem their founder shares. With respect to shares purchased on the open market by the Company’s directors, executive officers and their respective affiliates, such public shares may be redeemed. On the record date, the Company’s directors, executive officers and their affiliates beneficially owned and were entitled to vote 5,200,000 founder shares, representing 20% of the Company’s issued and outstanding common stock. The Company’s directors, executive officers and their affiliates did not beneficially own any public shares as of the record date.
Q:
How are the Company’s insiders’ interests in the Charter Amendment different from those of the public stockholders?
​
A:
Our directors and officers will lose their entire investment in the Company if an initial business combination is not completed by the termination date set forth in the charter. If the Charter Amendment is approved, the Company will have more time to obtain stockholder approval for the Transaction and the insiders are less likely to lose their investment in the Company.
​
Q:
What vote is required to adopt the Charter Amendment?
​
A:
Approval of the Charter Amendment will require the affirmative vote of holders of at least 65% of the issued and outstanding shares of the Company’s common stock entitled to vote thereon as of the record date.
​
Q:
What if I don’t want to vote for the Charter Amendment?
​
A:
If you do not want the Charter Amendment to be approved, you must abstain, not vote, or vote against the proposal. If the Charter Amendment is approved, and the Extension is implemented, the Withdrawal Amount will be withdrawn from the trust account and paid to the redeeming public stockholders.
​
Broker non-votes, abstentions or the failure to vote on the matterCharter Amendment will have the same effect as votes “AGAINST” the Charter Amendment.
Q:
What happens if the Charter Amendment is not approved?
​
A:
If the Charter Amendment is not approved at the Annual Meeting. Abstentionsspecial meeting or at any adjournment or postponement thereof and we have not consummated a business combination by February 12, 2020, we will terminate the Purchase Agreement and, we 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 Company’s initial stockholders have (a) acknowledged that they have no effectrights of any kind to the funds deposited into the trust account in respect of their founder shares and (b) waived any redemption rights they may have in respect of any shares of the Company’s Class A common stock held by them in connection with the Company’s initial business combination or a vote to approve a Charter Amendment proposal. However, such stockholders and their respective affiliates will be entitled to liquidating distributions with respect to any public shares held by them that were sold as part of the Company’s IPO if the Company fails to complete an initial business combination within the prescribed timeframe. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up.
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Q:
If the Charter Amendment is approved, what happens next?
​
A:
If the Charter Amendment is approved at the special meeting or any adjournment or postponement thereof, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto and continue its efforts to obtain approval for the Transaction at a special meeting of its stockholders prior to the Extended Termination Date. Additionally, if the Charter Amendment proposal is approved and the Extension is implemented, then in accordance with the terms of the Trust Agreement, the trust account will not be liquidated (other than to effectuate the redemptions) until the earlier of  (a) receipt by the trustee of a termination letter (in accordance with the terms of the Trust Agreement) or (b) the Extended Termination Date.
​
Public stockholders may elect to redeem their shares for their pro rata portion of the funds available in the trust account regardless as to whether or how such public stockholders vote with respect to the Charter Amendment. 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. The removal from the trust account of an amount equal to the pro rata portion of funds available in the trust account relating to the redeemed public shares in connection with the Election will reduce the amount held in the trust account and increase the percentage interest of the Company’s common stock held by the Company’s initial stockholders through the founder shares.
If the Charter Amendment is approved but the Company does not complete a business combination by the Extended Termination Date, we 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 this proposal, assumingdeposit 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 Company’s initial stockholders have (a) acknowledged that they have no rights of any kind to the funds deposited into the trust account in respect of their founder shares and (b) waived any redemption rights they may have in respect of any shares of the Company’s Class A common stock held by them in connection with the Company’s initial business combination or a quorum is present.vote to approve a Charter Amendment proposal. However, such stockholders and their respective affiliates will be entitled to liquidating distributions with respect to any public shares held by them that were sold as part of the Company’s IPO if the Company fails to complete an initial business combination within the prescribed timeframe. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up.
CanQ:
Would I changestill be able to exercise my redemption rights if I don’t vote afteror I have voted?vote against the proposal?
​
A:
You are not required to vote in order to redeem your shares of the Company’s common stock. If you do vote, you may revokeexercise your proxyredemption rights regardless of whether you vote your shares of the Company’s common stock for or against the Charter Amendment. As a result, the proposal can be approved by stockholders who will redeem their shares and changeno longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of NASDAQ.
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9
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Unless you elect to redeem all of your shares in connection with the special meeting, you will be able to vote on the Transaction if and when it is submitted to stockholders. If you do not elect to redeem all of your shares in connection with the special meeting, you will retain your right to redeem your public shares upon consummation of a business combination in connection with the stockholder vote to approve the business combination, subject to any limitations set forth in the Company’s charter.
Q:
How do I exercise my redemption rights?
​
A:
In order to exercise your redemption rights, prior to 5 p.m., Eastern time on February 6, 2020 (two business days before the special meeting), you must (x) submit a written request to our transfer agent that we redeem your public shares for cash, and (y) deliver your stock to our transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?” below.
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Any demand for redemption, once made, may be withdrawn at any time beforeuntil the finaldeadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Charter Amendment. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the Annual Meeting. phone number or address listed under the question “Who can help answer my questions?” below.
Q:
What are the federal income tax consequences of exercising my redemption rights?
​
A:
Generally, a Company stockholder that is a U.S. person and exercises its redemption rights to receive cash from the trust account in exchange for its shares of the Company’s common stock will be required to treat the transaction as a sale of such shares and recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received in the redemption and the tax basis of the shares of the Company’s common stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption.
​
The redemption, however, may be treated as a corporate distribution if  (i) it does not result in a “complete termination” of the redeeming stockholder’s interest in the Company, (ii) it does not effect a meaningful reduction in the redeeming stockholder’s percentage ownership in the Company and (iii) it is not a “substantially disproportionate redemption,” in each case, taking into account certain attribution rules to determine the number of shares of Company common stock owned by the redeeming shareholder. Any such corporate distribution will be treated as dividend income to the extent of our current or accumulated earnings and profits. Any distribution in excess of our earnings and profits will reduce the redeeming stockholders’ basis in the Company’s common stock, and any remaining excess will be treated as gain realized on the sale or other disposition of the Company’s common stock, as discussed above.
A Company stockholder that is a U.S. person who actually or constructively owns 5 percent (or, if the Company common stock is not then publicly traded, 1 percent) of the outstanding Company common stock (by vote or value) may be subject to special reporting requirements with respect to a redemption of shares of Company common stock, and such holders should consult with their tax advisors with respect to their reporting requirements.
Generally, a Company stockholder that is a non-U.S. person will not be subject to U.S. federal income tax on any dividends (including constructive dividends) received or deemed received unless such dividends are effectively connected with the non-U.S. person’s conduct of a trade or business within the United States (and are attributable to a U.S. permanent establishment if an applicable treaty so requires). Additionally, a non-U.S. person generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of the Company common stock unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such stockholder maintains in the United States). A Company stockholder who is a non-U.S. person should consult their own tax advisors with respect to the tax treatment of the redemption of the Company’s common stock.
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Dividend payments and/or proceeds from the redemption (including a deemed sale, as discussed above) of the Company common stock may be subject to information reporting to the IRS and possible U.S. backup withholding.
The tax consequences of a Company stockholder redeeming its Company common stock are complex and will vary upon each Company stockholder’s unique circumstances. The above is not intended to constitute tax advice and Company stockholders are encouraged to consult with their own tax advisors.
Q:
If I am a Company warrantholder, can I exercise redemption rights with respect to my warrants?
​
A:
No. The holders of our warrants have no redemption rights with respect to our warrants.
​
Q:
If I am a Company unit holder, can I exercise redemption rights with respect to my units?
​
A:
No. Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.
​
If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights with respect to the public shares upon the separation of the public shares from the units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.
If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the public shares upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Q:
What do I need to do now?
​
A:
You mayare urged to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Charter Amendment will affect you as a stockholder. You should then vote again by signingas soon as possible in accordance with the instructions provided in this proxy statement and returning a newon the enclosed proxy card or, voteif you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
​
Q:
How do I vote?
​
A:
If you were a holder of record of our common stock on January 15, 2020, the record date for the special meeting, you may vote with a later daterespect to the proposal in person at the special meeting, or by attendingcompleting, signing, dating and returning the Annual Meeting and votingenclosed proxy card in person if you are a stockholder of record. However, your attendancethe postage-paid envelope to Continental Stock Transfer & Trust Company, Attn: Proxy Group at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your prior proxy be revoked by delivering to the Company’s Secretary at 527 Madison Avenue, 6th Floor,1 State Street, New York, New York 10022 a written notice of revocation priorNY 10004 or by facsimile to Continental Stock Transfer & Trust Company by sending the Annual Meeting.
Please note, however, that ifcompleted, signed and dated proxy card to (212) 509-5152. If you hold your shares in “street name,” which means your shares are held of record by a brokerage firm,broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must instructprovide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.
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Q:
What will happen if I abstain from voting or fail to vote at the special meeting?
​
A:
At the special meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. A failure to vote or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment. Additionally, if you abstain from voting or fail to vote at the special meeting, you may still exercise your redemption rights (as described above).
​
Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
​
A:
Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal with be voted “FOR” the proposal described herein.
​
Q:
If I am not going to attend the special meeting in person, should I return my proxy card instead?
​
A:
Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope to Continental Stock Transfer & Trust Company, Attn: Proxy Group at 1 State Street, New York, NY 10004 or by facsimile to Continental Stock Transfer & Trust Company by sending the completed, signed and dated proxy card to (212) 509-5152.
​
Q:
If my shares are held in “street name,” will my broker, bank or other nominee automatically vote my shares for me?
​
A:
No. Under the rules of various national and regional securities exchanges, your broker, bank or other nominee thatcannot vote your shares with respect to non-discretionary matters unless you wishprovide instructions on how to change your vote by followingin accordance with the information and procedures on the voting form provided to you by theyour broker, bank or other nominee. If your
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shares are held in street name, and you wishWe believe the proposal presented to attend the Annual Meeting and votestockholders at the Annual Meeting, you must bring to the Annual Meeting a legal proxy from thespecial meeting will be considered non-discretionary and therefore your broker, bank or other nominee holdingcannot vote your shares confirmingwithout your beneficial ownershipinstruction. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your broker, bank or other nominee can vote your shares and givingonly if you the rightprovide instructions on how to vote. You should instruct your nominee to vote your shares.shares in accordance with directions you provide.
​
Q:
May I change my vote after I have mailed my signed proxy card?
​
A:
Yes. You may change your vote by sending a later-dated, signed proxy card to Continental Stock Transfer & Trust Company, Attn: Proxy Group at 1 State Street, New York, NY 10004, by facsimile to Continental Stock Transfer & Trust Company by sending the completed, signed and dated proxy card to (212) 509-5152 or by attending the special meeting in person and voting. You also may revoke your proxy by sending a notice of revocation to Continental Stock Transfer & Trust Company, Attn: Proxy Group at 1 State Street, New York, NY 10004 or by facsimile to Continental Stock Transfer & Trust Company by sending the completed, signed and dated proxy card to (212) 509-5152, which must be received by Continental Stock Transfer & Trust Company prior to the special meeting.
​
Q:
What happensshould I do if I do not indicate how to vote my proxy?receive more than one set of voting materials?
​
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, yourdate and return each proxy card without providing further instructions, your shares will be voted “FOR” all the director nominees and “FOR” the ratification of Withum to serve as our independent registered public accounting firm.
Is my vote kept confidential?
Proxies, ballots and voting tabulations identifying stockholders are kept confidentialinstruction card that you receive to Continental Stock Transfer & Trust Company, Attn: Proxy Group at 1 State Street, New York, NY 10004 or by facsimile to Continental Stock Transfer & Trust Company by sending the completed, signed and will not be disclosed except as may be necessarydated proxy card to meet legal requirements.(212) 509-5152 in order to cast your vote with respect to all of your shares.
Where do I find the voting results of the Annual Meeting?​
We will announce preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting.​
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Q:
Who bearswill solicit and pay the cost of soliciting proxies?
​
A:
The Company will bearpay the cost of soliciting proxies for the special meeting. The Company has engaged Advantage Proxy, Inc. to assist in the accompanying formsolicitation of proxies for the special meeting. The Company has agreed to pay Advantage Proxy, Inc. a fee of  $5,500 plus costs and expenses, which fee also includes Advantage Proxy, Inc. acting as the inspector of elections at the special meeting. The Company will reimburse Advantage Proxy, Inc. for reasonable out-of-pocket expenses and will indemnify Advantage Proxy, Inc. and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company will also reimburse brokerage firmsbanks, brokers and othersother custodians, nominees and fiduciaries representing beneficial owners of shares of the Company’s common stock for their expenses involved in forwarding proxysoliciting materials to beneficial owners or soliciting their execution. In addition to solicitations by mail,of the Company, through itsCompany’s common stock and in obtaining voting instructions from those beneficial owners. Our directors and officers may also solicit proxies in person, by telephone, by facsimile, by mail, on the Internet or by electronic means. Such directors and officersin person. They will not receivebe paid any special remunerationadditional amounts for these efforts.soliciting proxies.
Who is the sponsor of the Company?​
References throughout this proxy statement to our “sponsor” are to Mudrick Capital Acquisition Holdings LLC, a Delaware limited liability company which is 100% owned by investment funds and separate accounts managed by Mudrick Capital Management, L.P., a Delaware limited partnership, and its affiliates.Q:
Who can help answer my questions?
You can contact our​
A:
If you have questions about the proposal or if you need additional copies of this proxy statement or the enclosed proxy card, you should contact:
​
Jason Mudrick, Chief Executive Officer and Secretary Jason
c/o Mudrick at (646) 747-9500 or by sending a letter to Mr. Mudrick at the offices of the Company at Capital Acquisition Corporation
527 Madison Avenue, 6th6th Floor
New York, New York 10022
Email: info@mudrickcapital.com
Tel: (646) 747-9500
You may also contact our proxy solicitor at:
Advantage Proxy, Inc.
PO Box 13581
Des Moines, WA 98198
Tel: (877) 870-8565 (toll free)
Banks and brokers can call collect at: (206) 870-8565
Email: ksmith@advantageproxy.com
To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the special meeting.
You may also obtain additional information about us from documents filed with anythe SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If you intend to seek redemption of your public shares, you will need to send a letter requesting redemption and deliver your stock (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. If you have questions aboutregarding the proposals described in this proxy statementredemption or how to executedelivery of your vote.stock, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
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SPECIAL MEETING OF CONTENTS​​​​​THE COMPANY STOCKHOLDERS
THE ANNUAL MEETINGGeneral
We are furnishing this proxy statement to you as a stockholder of Mudrick Capital Acquisition Corporationour stockholders as part of the solicitation of proxies by our Boardboard of directors for use at our Annual Meetingthe special meeting of stockholders to be held on Thursday, December 19, 2019, orFebruary 10, 2020, and at any adjournment or postponement thereof. This proxy statement is first being furnished to our stockholders on or about January 27, 2020. This proxy statement provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting.
The Company reserves the right at any time to cancel the special meeting and not to submit to stockholders or implement the Charter Amendment.
Date, Time and Place and Purpose of the AnnualSpecial Meeting
The Annual Meetingspecial meeting will be held at 10:00 a.m. Eastern time, on February 10, 2020, at the offices of Ellenoff GrossmanWeil, Gotshal & ScholeManges LLP, located at 1345767 Fifth Avenue, of the Americas, 11th Floor, New York, New York 10105, on Thursday, December 19, 2019, at 10:00 a.m., local time. You are cordially invited10153, or such other date, time and place to attend the Annual Meeting, at which stockholders willsuch meeting may be askedadjourned or postponed, to consider and vote upon the following proposals, which are more fully describedproposal set forth in this proxy statement:statement.
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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
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To ratify the selection by our audit committee of Withum to serve as our independent registered public accounting firm for the year ending December 31, 2019.
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Voting Power; Record Date Voting and Quorum
Our Board fixedYou will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of our common stock at the close of business on NovemberJanuary 15, 2019, as2020, which is the Record Daterecord date for the determination of holdersspecial meeting. You are entitled to one vote for each share of our outstanding common stock entitledthat you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to notice of andensure that votes related to vote on all matters presented at the Annual Meeting. As ofshares you beneficially own are properly counted. On the record date, there were 20,800,00026,000,000 shares of the Company’s Class A common stock outstanding, of which 20,800,000 are public shares and 5,200,000 are shares held by our sponsor.
Quorum and Required Vote for Proposal for the Special Meeting
A quorum of the Company’s Class B common stock issued and outstanding and entitledour stockholders is necessary to vote. Each share of Classhold a valid meeting. A common stock and Class B common stock entitles the holder thereof to one vote.
The holders of 13,000,001 shares of common stock entitled to vote,quorum will be present in person or represented by proxy at the Annual Meeting, constitute a quorum.
Required Vote
The affirmative vote of a plurality of the votes cast at the Annual Meeting by the holders of common stock entitled to vote in the election of the director is required to elect the director nominee.
The approval of the proposal to ratify the selection of Withum as our independent registered public accounting firm requires the affirmative vote ofspecial meeting if a majority of the common stock present in person or represented by proxyoutstanding and entitled to vote on this matter at the Annual Meeting.special meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for the purpose of determining the existence of a quorum.
The approval of the Charter Amendment requires the affirmative vote of the holders of at least 65% of the outstanding shares of our common stock. Accordingly, a Company stockholder’s failure to vote by proxy or to vote in person at the special meeting, an abstention from voting, or a broker non-vote with regard to the Charter Amendment will have the same effect as a vote “AGAINST” the Charter Amendment.
Recommendation to the Company Stockholders
Our board of directors believes that the Charter Amendment to be presented at the special meeting is in the best interests of the Company and our stockholders and unanimously recommends that its stockholders vote “FOR” the proposal.
Broker Non-Votes and Abstentions
Under the rules of various national and regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. We believe the proposal presented to our stockholders will be considered non-discretionary and therefore your broker, bank or other nominee cannot vote your shares without your instructions. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.”
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Abstentions are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” the Charter Amendment. Broker non-votes will have the effect of a vote “AGAINST” the Charter Amendment.
Voting Your Shares
Each share of our common stock that you own in your name entitles you to one vote on the proposal for the special meeting. Your one or more proxy cards show the number of shares of our common stock that you own.
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You can vote your shares atin advance of the Annual Meetingspecial meeting by proxy or in person.
You can vote by proxy by having one or more individuals who will be at the Annual Meeting vote your shares for you. These individuals are called “proxies”completing, signing, dating and using them to cast your ballot at the Annual Meeting is called voting “by proxy.”
If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions onreturning the enclosed proxy card in the postage-paid envelope to Continental Stock Transfer & Trust Company, Attn: Proxy Group at 1 State Street, New York, NY 10004 or voting instruction card.
by facsimile to Continental Stock Transfer & Trust Company by sending the completed, signed and dated proxy card to (212) 509-5152. If you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate the Chief Executive Officer and the Chief Financial Officer to act as your proxy at the Annual Meeting. One of them will then vote your shares at the Annual Meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) or postponement(s) of the Annual Meeting.
Alternatively, you can votehold your shares in person by attending the Annual Meeting. You will be given a ballot at the Annual Meeting.
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While we know of no other matters to be acted upon at this year’s Annual Meeting, it is possible that other matters may be presented at the Annual Meeting. If that happens and you have signed and not revoked a proxy card, your proxy will vote on such other matters in accordance with the best judgment of Mr. Mudrick or Mr. Springer.
A special note for those who plan to attend the Annual Meeting and vote in person: if your shares are held in the name of“street name” through a broker, bank or other nominee, you must bring a statement fromwill need to follow the instructions provided to you by your brokerage accountbroker, bank or a letter fromother nominee to ensure that your shares are represented and voted at the person or entity inspecial meeting. If you vote by proxy card, your “proxy,” whose name is listed on the shares are registered indicating that you are the beneficial owner of thoseproxy card, will vote your shares as ofyou instruct on the record date. In addition,proxy card. If you willsign and return the proxy card but do not be able to vote at the Annual Meeting unless you obtain a legal proxy from the record holder of your shares.
Our Board is asking for your proxy. Giving the Board your proxy means you authorize itgive instructions on how to vote your shares, at the Annual Meeting in the manner you direct. You may vote for or withhold your vote for each nominee or proposal or you may abstain from voting. All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxyof our common stock will be voted as recommended by our board of directors. Our board of directors recommends voting “FOR” the Charter Amendment.
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You can attend the special meeting and wherevote in person even if you have previously voted by submitting a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the sharesproxy. You will be voted in accordance with the specification so made. If no choice is indicated on the proxy, thegiven a ballot when you arrive. However, if your shares will be voted “FOR” the election of the director nominee and “FOR” the ratification of the selection of Withum as our independent registered public accounting firm and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Annual Meeting.
Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our Chief Executive Officer and Secretary, Jason Mudrick, at (646) 747-9500.
Stockholders who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the Annual Meeting.
Revocability of Proxies
Any proxy may be revoked by the person giving it at any time before the polls close at the Annual Meeting. A proxy may be revoked by filing with our Secretary (Mudrick Capital Acquisition Corporation, 527 Madison Avenue, 6th Floor, New York, New York 10022) either (i) a written notice of revocation bearing a date later than the date of such proxy or (ii) a subsequent proxy relating to the same shares, or (iii) by attending the Annual Meeting and voting in person.
Simply attending the Annual Meeting will not constitute revocation of your proxy. If your sharescommon stock are held in the name of ayour broker, bank or other nominee, who is the record holder, you must follow the instructions of your broker or other nominee to revokeget a previously given proxy.
Attendance at the Annual Meeting
Only holders of common stock, their proxy holders and guests we may invite may attend the Annual Meeting. If you wish to attend the Annual Meeting in person but you hold your shares through someone else, such as a broker, you must bring proof of your ownership and identification with a photo at the Annual Meeting. For example, you may bring an account statement showing that you beneficially owned shares of Mudrick Capital Acquisition Corporation as of the record date as acceptable proof of ownership. In addition, you must bring a legal proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee holdinghas not already voted your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
Solicitation of Proxies
The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Annual Meeting, will be borne by the Company. Some banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding shares of common stock is deemed necessary, we (through
stock.
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TABLE OF CONTENTS​​​Revoking Your Proxy
If you give a proxy, you may revoke it at any time before the special meeting or at such meeting by doing any one of the following:
our directors•
you may send another proxy card with a later date;
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you may notify Jason Mudrick, the Company’s Chief Executive Officer and officers) anticipate making such solicitation directly. The solicitation of proxies by mail may be supplementedSecretary, or Glenn Springer, the Company’s Chief Financial Officer, by telephone and personal solicitationat (646) 747-9500, by officers, directors and other employees of the Company, but no additional compensation will be paidemail at info@mudrickcapital.com or in writing to such individuals.
No Right of Appraisal
Neither Delaware law nor our amended and restated certificate of incorporation provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.
Other Business
We are not currently aware of any business to be acted upon at the Annual Meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Annual Meeting and with respect to any other matters which may properly come before the Annual Meeting. If other matters do properly come before the Annual Meeting, or at any adjournment(s) or postponement(s) of the Annual Meeting, we expect that shares of our common stock, represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board.
Principal Offices
Our principal executive offices are located atc/o Mudrick Capital Acquisition Corporation, 527 Madison Avenue, 6th6th Floor, New York, New York 10022. Our telephone number at such address is (646) 747-9500.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Officers
The directors and executive officers of10022 before the Company are as follows:
Name​​Age​​Position​
Jason Mudrick​​​​44​​​Chief Executive Officer and Director​
Victor Danh​​​​41​​​Vice President​
David Kirsch​​​​39​​​Vice President and Director​
Glenn Springer​​​​47​​​Chief Financial Officer​
Dennis Stogsdill​​​​49​​​Director​
Timothy Daileader​​​​48​​​Director​
Dr. Brian Kushner​​​​61​​​Director​
Jason Mudrick has been our Chief Executive Officer and a member of our Board of Directors since September 2017. Mr. Mudrick is the founder and Chief Investment Officer of Mudrick Capital Management, L.P.(“Mudrick Capital”), an investment firmspecial meeting that specializes in long and short investments in distressed credit. Mudrick Capital was founded in 2009 with $5 million under management. As of November 2019, the firm had grown to approximately $2.8 billion under management, primarily for institutional clients. Mr. Mudrick began his Wall Street career in 2000 advising on mergers and acquisition transactions as an Associate in Merrill Lynch’s Mergers & Acquisitions Investment Banking Group. In 2001, he joined Contrarian Capital Management, where he began his focus on distressed investing. Beginning in October 2002, Mr. Mudrick served as Managing Director and Portfolio Manager of the Contrarian Equity Fund, a fund specializing in post-restructured equities, which he managed until his departure at the end of 2008. As Managing Director and Portfolio Manager of the Contrarian Equity Fund, Mr. Mudrick specialized in investing in post-restructured equities, among other things. In 2009, Mr. Mudrick founded Mudrick Capital to continue his specialty of investing in distressed debt and post-restructured equities. Mr. Mudrick has served on numerous ad hoc creditors’ committees and seven post-restructured companies’ boards of directors, including Safety-Kleen Holdings, Integrated Alarm Services Group, Salton, Rotech Healthcare, NJOY Holdings, Corporate Risk Holdings, Mudrick Capital Acquisition Corporation, Fieldwood Energy, Proenza Schouler, cxLoyalty and Thryv Holdings, Inc., where he is currently the Chairman of the Board. Mr. Mudrick also spent two years in graduate school teaching economics classes to Harvard University undergraduates. Mr. Mudrick has a B.A. in Political Science from the College of the University of Chicago and a J.D. from Harvard Law School. Mr. Mudrick was previously admitted to the New York State Bar. Mr. Mudrick’s qualifications to serve on our Board of Directors include his extensive leadership and board experience, his track record as a founder and Chief Investment Officer of Mudrick Capital, his current board experience, including as Chairman of the Board of Thryv Holdings, Inc., and his network of contacts in the distressed investing field.
Victor Danh has been our Vice President since September 2017. Mr. Danh is a Managing Director, Head of Research, and Senior Analyst at Mudrick Capital, where he is responsible for analyzing distressed credit and equity opportunities across a diverse range of industries and overseeing and coordinating the research team. Prior to joining Mudrick Capital, Mr. Danh was a Vice President and Assistant Portfolio Manager at Contrarian Capital Management, LLC from 2003 to 2009 where he focused on deep value and distressed investments in a wide range of industries across the entire capital structure. Previously, Mr. Danh worked at Merrill Lynch in the Mergers and Acquisitions Group and at UBS in the Technology Investment Banking Group. Mr. Danh is currently serving on the Board of Directors of Expanse Energy Solutions, Inc. Mr. Danh received a B.A. in Economics from Harvard College.
David Kirsch has been our Vice President since September 2017 and is one of our directors as of the date hereof. Mr. Kirsch is a Managing Director and Senior Analyst at Mudrick Capital, where he is responsible for analyzing distressed credit and equity opportunities across a diverse range of industries. Prior to joining Mudrick Capital, from 2008 to 2010 Mr. Kirsch was a Senior Analyst and Managing Director at Miura Global Management, a large global long-short equity hedge fund, where he was responsible for coverage of the financial and consumer industries across the Americas, Europe and Asia.
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Mr. Kirsch gained extensive restructuring experience as a Director at Alvarez & Marsal from 2003 – 2008. At Alvarez & Marsal, he held primaryyou have revoked your proxy; or lead management roles on an interim basis for distressed companies and advised creditors on balance sheet solutions to maximize the value of their investments. Selected assignments include representing Senior Secured Creditors in the Delphi and Oneida restructurings and overseeing the Tarragon (a public real estate development company) Finance Department during its restructuring. Mr. Kirsch began his Wall Street career as an Analyst in the Healthcare Industry Group in the Investment Banking Division of Banc of America Securities. He is currently serving on the Board of Directors of Hycroft Mining, NJOY Holdings, Mudrick Capital Acquisition Corporation, Proenza Schouler, Targus Holdings, NYDJ Holdco Corporation and Nelson Education, where he is the Chairman of the Board. David received his B.S. Magna Cum Laude in Economics from the Wharton School at the University of Pennsylvania. Mr. Kirsch’s qualifications to serve on our Board of Directors include his extensive leadership and board experience, his track record as Managing Director and Senior Analyst of Mudrick Capital, his current board experience, including as Chairman of the Board of Nelson Education, and his network of contacts in the distressed investing field.
Glenn Springer has been our Chief Financial Officer since September 2017. Mr. Springer is the Chief Financial Officer of Mudrick Capital, where he oversees the finance, accounting and operations functions. Prior to joining Mudrick Capital, Mr. Springer was Chief Financial Officer and Chief Operating Officer at Turtle Creek Investment Advisors, LLC from 2007 to 2008 where he developed from inception, its operational and financial infrastructure. Prior to joining Turtle Creek, Mr. Springer served as Chief Financial Officer & Chief Compliance Officer of SBZ Select Investments, LLC from 2005 to 2007 where he was responsible for the finance, accounting and compliance functions, including the registration of two investment advisors with the SEC. Previously, Mr. Springer served as Controller (A.A.I.UK), Director of Fund Accounting and a Risk Management Affiliated Fund Analyst at Asset Alliance Corporation from 2000 to 2004. Prior to Asset Alliance, Mr. Springer was a Senior Accountant in PricewaterhouseCoopers, LLP’s Financial Services and Business Advisory Services Group from 1998 to 2000 where his focus was on audits of a variety of investment companies including hedge funds and private equity funds. Mr. Springer began his career at Richard A. Eisner & Co. LLP from 1996 to 1998 where he was a Senior Accountant in the Audit Department. Mr. Springer received a B.A. from the State University of Albany and an M.B.A. from Baruch College, CUNY. Mr. Springer is a Certified Public Accountant in the State of New York.
Dennis Stogsdill, one of our directors since February 2018, has in excess of 20 years of experience in management consulting, advising troubled companies, lenders and equity sponsors in distressed and non-distressed situations. Mr. Stogsdill began his career in 1994 working as a management consultant at GB Consulting and later in 1996 joined the global restructuring group of Arthur Andersen. In 2001 he helped form the restructuring group of the investment bank Berenson Minella. In 2002, he joined Alvarez & Marsal, a global consulting firm specializing in corporate turnarounds and financial restructurings. Mr. Stogsdill is currently Managing Director at Alvarez & Marsal and has been involved in all aspects of the reorganization process, including acting in executive-level roles such as Chief Restructuring Officer. Mr. Stogsdill periodically served as Chief Restructuring Officer (or in an analogous position) of companies which elected to utilize bankruptcy proceedings as a part of their financial restructuring process and, as such, he served as an executive officer of various companies which filed bankruptcy petitions under federal law, including, without limitation, Fairway Group Holdings in 2015, Revel Casino in 2013, Fresh & Easy Markets in 2013 and M&G Chemicals SA in 2017. Mr. Stogsdill has a B.S. from Rutgers University. Mr. Stogsdill is well-qualified to serve on our Board of Directors due to his experience in finance, business, operations and in restructuring and turnaround situations.
Tim Daileader, one of our directors since February 2018, is a partner at Drivetrain, LLC, an independent fiduciary and advisory firm. In this capacity, Mr. Daileader leads several post-bankruptcy liquidation and litigation trusteeships, including those of the Abeinsa trusts, the SunEdison litigation trust, the Paragon litigation trust and the Relativity Media liquidating trust. From 2011 to 2015, Mr. Daileader served as a senior investment analyst at Litespeed Partners, the N.Y. based hedge fund. From 2007 to 2011, Mr. Daileader also served as the Director of Research for debt and equity research at Knight Capital Group and Libertas Partners (acquired by Knight Capital Group) where he also was part of the Senior Operating, New Business and Credit Policy committees. From 1997 to 2007, Mr. Daileader was a senior investment professional at Stanfield Capital Partners and Strategic Value Partners. Between 1994 and 1997, Mr. Daileader worked at GiroCredit AG and Banque Francais du Commerce Exterieur in their Corporate
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Finance/ Commercial Lending departments. From 1992 and 1994, Mr. Daileader completed formal credit training at National Westminster Bank USA and worked in its Credit Department. Mr. Daileader received a B.A. in Economics from Georgetown University where he was a George F. Baker Scholar, and is a CFA charter holder. Mr. Daileader is well-qualified to serve on our Board of Directors due to his experience in financial restructurings, corporate finance, leveraged finance, compliance and asset management.
Dr. Brian Kushner, one of our directors since February 2018, has since 2009 served as a Senior Managing Director at FTI Consulting, Inc. (NYSE: FCN), a global business advisory firm, where he serves as the leader of the Private Capital Advisory Services practice and as the co-leader of the Technology practice, the Aerospace, Defense and Government Contracting practice and the Activism and M&A Solutions practice. Prior to joining FTI, Dr. Kushner was the co-founder of CXO, L.L.C., a boutique interim and turnaround management consulting firm that was acquired by FTI at the end of 2008. Over the past two decades, he has served as Chief Executive Officer, the Chief Restructuring Officer or a Director of more than two dozen public and private technology, manufacturing, telecom and defense companies, and has led, or participated in the sale or acquisition of over 25 companies. Dr. Kushner periodically served as Chief Restructuring Officer (or in an analogous position) of companies which elected to utilize bankruptcy proceedings as a part of their financial restructuring process and, as such, he served as an executive officer of various companies which filed bankruptcy petitions under federal law, including, without limitation, Relativity Media LLC in 2015. Dr. Kushner began his career in 1982 at BDM International, a defense firm, and remained with them following their acquisition by Ford Motor Company, and stayed on to become Chief Scientist and General Manager as part of the management team that completed a leveraged buyout of BDM in 1990 with the Carlyle Group. Dr. Kushner serves as an independent director and Chair of the Audit Committee of Cumulus Media, Inc. (NASDAQ: CMLS), a leader in the radio broadcasting industry, since 2018; an independent director and Chair of the Audit Committee of Dex Media Holdings Inc, a digital and print marketing company since 2016; an independent director and Chair of the Audit Committee of Gibson Brands, Inc., a manufacturer of guitars and other musical instruments, since 2018; an independent director of DevelopOnBox Holding, LLC d/b/a Zodiac Systems, a software development company for the cable and video processing industry, where he has served on the Audit and Governance Committees since 2016; and an independent Director of Resideo, Inc. (NYSE: REZI), a leader in smart home products and systems. Dr. Kushner is also a member of the Advisory Council of the College of Natural Sciences at the University of Texas at Austin, Chairman Emeritus of the Physics Advisory Council at the University of Texas at Austin, and is an Emeritus member of the Engineering College Council at Cornell University in Ithaca, New York. Previously, from 2016 – 2018, he served as a non-executive independent director, Chair of the Remuneration Committee and a member of the Audit Committee of the Luxfer Group, PLC (NYSE: LXFR), a specialty materials manufacturing company; from 2015 to 2016 he served as an independent director and Chair of the Audit Committee of Everyware Global, Inc, the manufacturing company that is the parent of the Oneida and Anchor Hocking brands (since renamed the Oneida Group); from 2013 to 2015 the Lead Independent Director of Damovo, LLC, the ultrahigh reliability and data systems integration company; from 2010 to 2013 as Chair of Caribbean Asset Holdings, the voice, video and telephony company serving many Caribbean islands; from 2009 to 2013 as managing member and director of DLN Holdings, LLC, a mid-tier defense contractor; from 2007 to 2012 as director and acting Chair of Sage Telecom, Inc., a competitive local exchange carrier and a Silver Point Capital portfolio company; from 2006 to 2009 a director of Pacific Crossing Limited, a telecom carrier; and from 2003 to 2008 an independent director of Headway Resources, a staffing company. Dr. Kushner has a Ph.D. in Applied and Engineering Physics with a minor in Electrical Engineering from Cornell University, as well as an M.S. and B.S. in Applied and Engineering Physics from Cornell. Dr. Kushner is well-qualified to serve on our Board of Directors due to his substantial executive-level operational experience in a broad spectrum of industries, his knowledge and expertise in M&A and in IT, his extensive experience over the last 20 years as an independent director, and his extensive network of contacts in both private equity, hedge funds and distressed investing.
Corporate Governance
Number and Terms of Office of Officers and Directors
We have 5 directors. Our Board of Directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first
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annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Mr. Stogsdill, will expire at the Annual Meeting. The term of office of the second class of directors, consisting of Messrs. Daileader and Kushner, will expire at our next annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Mudrick and Kirsch, will expire at our third annual meeting of stockholders.
Our officers are appointed by our Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Senior Managing Directors, Managing Directors, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the Board of Directors.
Committee Membership, Meetings and Attendance
We currently have the following standing committees: the audit committee and the compensation committee. Each of the standing committees of the Board of Directors is comprised entirely of independent directors.
During the fiscal year ended December 31, 2018:
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the Board held five meetings;
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five meetingsyou may attend the special meeting, revoke your proxy, and vote in person, as indicated above.
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No Additional Matters May Be Presented at the Special Meeting
The special meeting has been called only to consider the approval of the audit committee were held;Charter Amendment. Under our bylaws, other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in this proxy statement, which serves as the notice of the special meeting.
Who Can Answer Your Questions About Voting
If you have any questions about how to vote or direct a vote in respect of your shares of our common stock, you may call Advantage Proxy, Inc., our proxy solicitor, at (877) 870-8565 (toll free) or banks and brokers can call collect at (206) 870-8565 or by email to ksmith@advantageproxy.com.
Redemption Rights
Pursuant to our currently existing charter, our public shareholders shall be provided with the opportunity to redeem their public shares upon the approval of the Charter Amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, interest not
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previously released to the Company to pay its taxes, divided by the number of then outstanding public shares (if the redemption of public shares in connection therewith would not cause the Company to have net tangible assets of less than $5,000,001).
If your redemption request is properly made and the Charter Amendment is approved, these shares will cease to be outstanding and will represent only the right to receive such amount. For illustrative purposes, based on funds in the trust account of approximately $215,830,426 on January 23, 2020, the estimated per share redemption price would have been approximately $10.37.
In order to exercise your redemption rights, you must:
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no meeting ofsubmit a request in writing prior to 5:00 p.m., Eastern time on February 6, 2020 (two business days before the compensation committee was held.special meeting) that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:
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Each of our incumbent directors attended or participated in at least 75% of the meetings of the Board of Directors and the respective committees of which he is a member held during the period such incumbent director was a director during the fiscal year ended December 31, 2018.
We encourage all of our directors to attend our annual meetings of stockholders. The Annual Meeting will be the first annual meeting of stockholders of the Company.
Audit Committee
We have established an audit committee of the Board of Directors. Messrs. Stogsdill, Daileader and Kushner serve as members of our audit committee, and Mr. Kushner chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Stogsdill, Daileader and Kushner meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. In addition, we have adopted a written charter for the audit committee. A copy of the audit committee charter is available, free of charge, from theContinental Stock Transfer & Trust Company by writing to the Company’s Secretary, 527 Madison Avenue, 6th
1 State Street, 30th Floor
New York, New York 10022.10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
Each member of the audit committee is financially literate and our Board of Directors has determined that Mr. Stogsdill qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
We have adopted an audit committee charter, which details the principal functions of the audit committee, including:
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deliver your public shares either physically or electronically through DTC to our transfer agent at least two business days before the appointment, compensation, retention, replacement,special meeting. Stockholders seeking to exercise their redemption rights and oversightopting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their broker, bank or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.
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Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with our consent, until the vote is taken with respect to the Charter Amendment. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed above.
Prior to exercising redemption rights, stockholders should verify the market price of our common stock, as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of our common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our common stock when you wish to sell your shares.
If you exercise your redemption rights and the redemption is effectuated, your shares of our common stock will cease to be outstanding and will only represent the right to receive a pro rata share of the workaggregate amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the independent registeredCompany, if any. You will be entitled to receive cash for these shares only if you properly and timely request redemption.
If the Charter Amendment is not approved and we do not consummate an initial business combination by February 12, 2020 (subject to the requirements of law), we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public accounting firm engaged by us;stockholders, and our warrants to purchase common stock will expire worthless.
​
•
pre-approving all auditHolders of outstanding units must separate the underlying public shares and permitted non-audit servicespublic warrants prior to be provided byexercising redemption rights with respect to the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;
​
•
setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;
​
•
setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
​shares.
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•
If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights with respect to the public shares upon the separation of the public shares from the units.
obtainingIf a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and reviewingthe nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a report,withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the public shares upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least annually, fromone full business day to accomplish the independent registeredseparation. If you fail to cause your public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;
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•
reviewing and approving any related party transaction requiredshares to be disclosed pursuantseparated in a timely manner, you will likely not be able to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
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•
reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
​
Compensation Committee
We have established a compensation committee of the Board of Directors. Messrs. Stogsdill and Daileader serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Messrs. Stogsdill and Daileader are independent and Mr. Daileader chairs the compensation committee.
We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
•
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
​
•
reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;
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•
reviewing on an annual basis our executive compensation policies and plans;
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•
implementing and administering our incentive compensation equity-based remuneration plans;
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•
assisting management in complying with our proxy statement and annual report disclosure requirements;
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•
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
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•
if required, producing a report on executive compensation to be included in our annual proxy statement; and
​
•
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
​
Notwithstanding the foregoing, other than the payment to our sponsor of  $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.exercise your redemption rights.
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Accordingly, it is likely that priorTHE CHARTER AMENDMENT
The proposed Charter Amendment would amend our existing charter to extend the consummation ofdate by which the Company has to consummate a business combination (the “Extension”) for an additional six months, from February 12, 2020 (the “Current Termination Date”) to August 12, 2020 (the “Extended Termination Date”). As with potential redemptions in connection with an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered intoCharter Amendment would restrict redemption rights in connection with such initial business combination.any further amendment of the charter with respect to 15% or more of our public shares. The complete text of the proposed amendment is attached to this proxy statement as Annex A. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.
After our initialReasons for the Proposed Charter Amendment
The Company is proposing to amend its charter to extend the date by which it has to consummate a business combination membersfrom February 12, 2020 to the Extended Termination Date.
The Charter Amendment is essential to allowing the Company more time to consummate the Transaction. Approval of the Charter Amendment is a condition to the implementation of the Extension.
If the Charter Amendment proposal is approved and the Extension is implemented, then in accordance with the terms of the Trust Agreement, the trust account will not be liquidated (other than to effectuate the redemptions) until the earlier of  (a) receipt by the trustee of a termination letter (in accordance with the terms of the Trust Agreement) or (b) the Extended Termination Date
If the Charter Amendment proposal is not approved and we have not consummated a business combination by February 12, 2020, we 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. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up.
Vote Required for Approval
The affirmative vote of holders of at least 65% of the outstanding shares of our common stock is required to approve the Charter Amendment. Broker non-votes, abstentions or the failure to vote on the Charter Amendment will have the same effect as a vote “AGAINST” the Charter Amendment.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE CHARTER AMENDMENT.
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​
INFORMATION ABOUT THE COMPANY
General
We are a blank check company formed as a Delaware corporation on August 28, 2017 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Prior to our entering into the Purchase Agreement, we have focused our search on companies that have recently emerged from bankruptcy court protection. Our management team who remainand Mudrick Capital, an affiliate of our sponsor, have extensive experience investing in post-restructured companies. We believe that this experience makes us very well situated to identify, source, negotiate and execute a business combination at a favorable valuation with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders,an attractive post-restructured company.
Pursuant to the extent then known, inIPO, the tender offer or proxy solicitation materials, as applicable, furnishedCompany 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 public share and one redeemable warrant (each, a “public warrant”). Each public warrant entitles the holder to purchase one public share at a price of  $11.50 per share. On September 25, 2017, our stockholders. It is unlikely the amountsponsor purchased 5,750,000 founder shares for an aggregate price of such compensation$25,000. The founder shares will be knownautomatically convert into shares of Class A common stock at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider ourCompany’s initial business combination as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
A copy of the Compensation Committee charter is available, free of charge, from the Company by writing to the Company’s Secretary, 527 Madison Avenue, 6th Floor, New York, New York 10022.
Director Nominations
We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the Board of Directors. The Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Stogsdill, Daileader and Kushner. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The Board of Directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our Board of Directors should follow the procedures set forth in our bylaws.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.
Audit Committee Report*
The audit committee has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Codification of Statements on Auditing Standards, AU 380), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T. Additionally, the audit committee has received the written disclosures and the letter from our independent registered public accounting firm, as required by the applicable requirements of the PCAOB, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. Based upon such review and discussion, the audit committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the last fiscal year for filing with the SEC.
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Submitted by:
Audit Committee of the Board of Directors
Dennis Stogsdill
Timothy Daileader
Dr. Brian Kushner
​
*
The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilitiescertain transfer restrictions. Holders of Section 18founder shares may also elect to convert their founder shares into an equal number of the Exchange Act, exceptshares of Class A common stock, subject to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.
​
Board Leadership Structure and Role in Risk Oversight
Our Board recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of the Companyadjustment, at any point in time. As a result no policy exists requiring combination or separation of leadership roles and our governing documentsthe underwriters’ election to partially exercise their over-allotment option on February 28, 2018, 550,000 founder shares were forfeited. The founder shares will be worthless if we do not mandatecomplete an initial business combination.
On January 24, 2018, pursuant to a particular structure. Thisforward purchase contract with us, our sponsor has allowed our Board the flexibilitycommitted to establish the most appropriate structure for the Company at any given time.
The Board is responsible for overseeing our risk management processes. The Board focuses on our general risk management strategy and ensures that appropriate risk mitigation strategies are implemented by management, as needed. In addition, each of the Board’s committees considers risk within its area of responsibility.
Compensation Committee Interlocks and Insider Participation
None of our officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more officers serving on our Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended December 31, 2018 there were no delinquent filers.
Code of Ethics
We have adopted a Code of Ethics applicable to our directors, officers and employees. We filed our Code of Ethics and our audit and compensation committee charters as exhibits to the registration statement relating to our initial public offering. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethicspurchase, in a Current Report on Form 8-K.
Executive Compensation
Noneprivate placement for gross proceeds of  our officers has received any cash compensation for services rendered$25,000,000 to us. We pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connectionoccur concurrently with any services rendered in order to effectuate, the consummation of our initial business combination, (regardless2,500,000 of our units on substantially the same terms as the sale of units in our initial public offering at $10.00 per unit, and 625,000 shares of Class A common stock. The funds from the sale of units may be used as part of the type of transaction that it is). However, these individuals are reimbursed for any out-of-pocket expenses incurredconsideration to the sellers in connection with
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activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Any such payments prior to anthe initial business combinationcombination; any excess funds from this private placement will be made using funds held outside our trust account. Other than audit committee reviewused for working capital in the post-transaction company. This commitment is independent of such payments, we do not expectthe percentage of stockholders electing to have any additional controls in place governing our reimbursement payments to our directorsredeem their public shares and executive officersprovides us with a minimum funding level for their out-of-pocket expenses incurred in connection with identifying and consummating anthe initial business combination.
AfterThe net proceeds of our initial public offering deposited into the trust account remain on deposit in the trust account earning interest. As of January 23, 2020, there was approximately $215,830,426 held in the trust account and approximately $39,602 held outside the trust account available for working capital purposes.
Mudrick Capital Management, L.P. is the managing member of our sponsor and has voting and investment discretion with respect to the securities held by our sponsor. Jason Mudrick is the sole member of Mudrick Capital Management, LLC, the general partner of Mudrick Capital Management, L.P.
Effecting Our Initial Business Combination
We are not presently engaged in, and we will not engage in, any operations until after the completion of our initial business combination. We intend to effect such business combination directorsusing cash held in our trust account (after any redemptions), the proceeds of the forward purchase with our sponsor, the proceeds from a private placement pursuant to subscription/backstop agreements with certain investment funds affiliated with or members of our management team who remain with us may be paid consultingmanaged by Mudrick Capital Management, L.P., Whitebox Advisors LLC, Highbridge Capital Management, LLC, Aristeia Capital, LLC or management fees from the combined company. All of these fees will be fully disclosed to stockholders,Wolverine Asset Management, LLC and Wolverine Flagship Fund Trading Limited (including those entered prior to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such feesdate hereof and those that may be paid byentered into after the combined companydate hereof and prior to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the Board of Directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or allcombination), additional funds, if any, otherwise available at closing, and the issuance of shares of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
Director Independence
Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Stogsdill, Daileader and Kushner are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.common stock.
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SECURITYBENEFICIAL OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSECURITIES
The following table sets forth information regarding the beneficial ownership of our common stock as of November 15,December 31, 2019 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock, by:
•
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
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•
each of our executive officers and directors that beneficially owns shares of our common stock; and
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•
all our executive officers and directors as a group.
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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
​​Class A Common
Stock		​Class B Common
Stock		​​Class A Common
Stock		​Class B Common
Stock		​
Name and Address of Beneficial Owner(1)
​Number of
Shares
Beneficially
Owned		​% of
Class		​Number of
Shares
Beneficially
Owned		​% of
Class		​​​Number of
Shares
Beneficially
Owned		​% of
Class		​Number of
Shares
Beneficially
Owned		​% of
Class		​
Mudrick Capital Acquisition Holdings LLC(2)
​​​—​​​​—​​​​5,200,000​​​​100%​​​​​—​​​​—​​​​5,200,000​​​​100%​​
Jason Mudrick(2)
​​​—​​​​—​​​​5,200,000​​​​100%​​​​​—​​​​—​​​​5,200,000​​​​100%​​
Victor Danh(3)
​​​—​​​​—​​​​—​​​​—​​​​​—​​​​—​​​​—​​​​—​​
David Kirsch(3)
​​​—​​​​—​​​​—​​​​—​​​​​—​​​​—​​​​—​​​​—​​
Glenn Springer(3)
​​​—​​​​—​​​​—​​​​—​​​​​—​​​​—​​​​—​​​​—​​
Dennis Stogsdill(3)
​​​—​​​​—​​​​—​​​​—​​​​​—​​​​—​​​​—​​​​—​​
Timothy Daileader(3)
​​​—​​​​—​​​​—​​​​—​​​​​—​​​​—​​​​—​​​​—​​
Dr. Brian Kushner(3)
​​​—​​​​—​​​​—​​​​—​​​​​—​​​​—​​​​—​​​​—​​
All directors and executive officers as a group (7 individuals)​​​—​​​​—​​​​5,200,000​​​​100%​​​​​—​​​​—​​​​5,200,000​​​​100%​​
Polar Asset Management Partners Inc.(4)
​​​2,079,800​​​​9.99%​​​​—​​​​—​​​​​2,079,800​​​​9.99%​​​​—​​​​—​​
AQR Capital Management, LLC(5)
​​​1,150,000​​​​5.53%​​​​—​​​​—​​​​​1,150,000​​​​5.53%​​​​—​​​​—​​
Basso Capital Management, L.P.(6)
​​​1,427,243​​​​6.9%​​​​—​​​​—​​​​​1,427,243​​​​6.9%​​​​—​​​​—​​
Glazer Capital, LLC(7)
​​​1,648,282​​​​7.9%​​​​—​​​​—​​​​​1,648,282​​​​7.9%​​​​—​​​​—​​
Weiss Asset Management LP(8)
​​​1,454,766​​​​6.69%​​​​—​​​​—​​​​​1,454,766​​​​6.69%​​​​—​​​​—​​
​
*
Less than 1 percent.
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(1)
Unless otherwise noted, the business address of each of the following entities or individuals is 527 Madison Avenue, 6th6th Floor, New York, New York 10022.
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(2)
Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment. Our sponsor is the record holder of such shares. Mudrick Capital Management, L.P. is the managing member of our sponsor and has voting and investment discretion with respect to the securities held by our sponsor. Jason Mudrick is the sole member of Mudrick Capital Management, LLC, the general partner of Mudrick Capital Management, L.P. As such, Mudrick Capital Management, L.P., Mudrick Capital Management, LLC and Jason Mudrick may be deemed to have beneficial ownership of the common stock held directly by our sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Our sponsor is 100% owned by investment funds and separate accounts managed by Mudrick Capital Management, L.P.
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(3)
Such individual has a pecuniary interest in shares of Class B common stock of the issuer through his ownership of membership interests of our sponsor but does not beneficially own such shares.
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(4)
Based on a Schedule 13G filed with the SEC on February 11, 2019, by Polar Asset Management Partners Inc. The business address of Polar Asset Management Partners Inc., is 401 Bay Street, Suite
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20
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1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada. Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, (the “PAMP”) serves as investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”) and has sole voting and investment discretion with respect such securities which are held by PMSMF.
​
(5)
Based on a Schedule 13G filed with the SEC on February 14, 2019. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. CNH Partners, LLC is deemed to be controlled by AQR Capital Management, LLC. AQR Capital Management, LLC, and CNH Partners, LLC act as investment manager to AQR Absolute Return Master Account, L.P. AQR Principal Global Asset Allocation, LLC is the general partner of AQR Absolute Return Master Account, L.P. The business address of such holders is Two Greenwich Plaza, Greenwich, CT 06830.
​
(6)
Based on a Schedule 13G/A filed on January 25, 2019. Such shares are directly beneficially owned by Basso SPAC Fund LLC (“Basso SPAC”), a Delaware limited liability company. Basso Management, LLC (“Basso Management”), a Delaware limited liability company, is the manager of Basso SPAC. Basso Capital Management, L.P. (“BCM”), a Delaware limited partnership, serves as the investment manager of Basso SPAC. Basso GP, LLC (“Basso GP”), a Delaware limited liability company, is the general partner of BCM. Howard I. Fischer is the sole portfolio manager for Basso SPAC, the Chief Executive Officer and a founding managing partner of BCM, and a member of each of Basso Management and Basso GP. Accordingly, each of Basso Management, BCM, Basso GP and Mr. Fischer may be deemed to indirectly beneficially own such shares. The business address of each such persons is 650 Fifth Avenue, New York, New York 10019.
​
(7)
Based on a Schedule 13G filed with the SEC on February 14, 2019. Such shares are held by certain funds and managed accounts to which Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”), served as investment manager. Paul J. Glazer serves as the managing member of Glazer Capital and share with Glazer Capital the power to vote and the power to direct the disposition of all Shares held by the Fund. Ari Glass is the Managing Member of the Adviser. The business address of such holders is 250 West 55th Street Suite 30A, New York, New York 10019.
​
(8)
Based on a Schedule 13G filed with the SEC on February 14, 2019. Such shares are held by Weiss Asset Management LP and BIP GP LLC. Shares reported for BIP GP LLC include shares beneficially owned by a private investment partnership (the “Partnership”) of which BIP GP LLC is the sole general partner. Weiss Asset Management LP is the sole investment manager to the Partnership. WAM GP LLC is the sole general partner of Weiss Asset Management LP. Andrew Weiss is the managing member of WAM GP LLC and BIP GP LLC. Shares reported for WAM GP LLC, Andrew Weiss and Weiss Asset Management LP include shares beneficially owned by the Partnership. The business address of such holders is 222 Berkeley St., 16th Floor, Boston, Massachusetts 02116.
​
The table above does not include the shares of common stock underlying the private placement warrants or forward purchase securities held or to be held by our sponsor because these securities are not exercisable within 60 days of this proxy statement.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On September 25, 2017, we issued an aggregate of 5,750,000 founder shares to our sponsor for an aggregate purchase price of  $25,000 in cash, or approximately $0.004 per share. On February 28, 2018, our sponsor forfeited 550,000 founder shares because the over-allotment option was not exercised in full in connection with our initial public offering. The founder shares (including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
Our sponsor and Cantor Fitzgerald & Co. (“Cantor”) purchased an aggregate of 7,740,000 warrants at a price of  $1.00 per warrant (6,700,000 warrants by our sponsor and 1,040,000 warrants by Cantor), each exercisable to purchase one share of our Class A common stock at a price of  $11.50 per share, in a private placement that closed simultaneously with the closing of our initial public offering. The private placement warrants (including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
Our sponsor has committed, pursuant to a 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 our initial business combination, 2,500,000 of our units on substantially the same terms as the sale of units in our initial public offering at $10.00 per unit, and 625,000 shares of Class A common stock. The funds from the sale of units will be used as part of the consideration to the sellers in the initial business combination; any excess funds from this private placement will be used for working capital 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 the initial business combination.
If any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. We may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which Mudrick Capital Management, L.P. and its affiliates, or an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the initial business combination by making a specified future issuance to any such entity. Any such Affiliated Joint Acquisition or specified future issuance would be in addition to, and would not include, the forward purchase securities issued pursuant to the forward purchase contract.
We pay our sponsor a total of  $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
Prior to the closing of our initial public offering, our sponsor loaned us $293,953, which was used for a portion of the expenses of such offering. These loans were non-interest bearing, unsecured and were due at the earlier of March 31, 2018 or the closing of such offering. The loan was repaid upon the closing of such offering.
In addition, in order to finance transaction costs in connection with an intended initial 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 an initial business combination, we would repay such loaned amounts. In the event that the initial 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 may be convertible into warrants at a price of  $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
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After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
We entered into a registration rights agreement with respect to the private placement warrants, the forward purchase securities, the warrants issuable upon conversion of working capital loans (if any) and the shares of Class A common stock issuable upon exercise of the foregoing, and upon conversion of the founder shares.
Related Party Policy
We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. A copy of the code of ethics that we adopted is filed as an exhibit to the registration statement relating to our initial public offering.
In addition, our audit committee, pursuant to a written charter that we adopted, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. A copy of the audit committee charter that we adopted is filed as an exhibit to the registration statement relating to our initial public offering. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.
These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.
To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).
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PROPOSALS TO BE CONSIDERED BY STOCKHOLDERS
PROPOSAL ONE — ELECTION OF CLASS I DIRECTOR
Our amended and restated certificate of incorporation provides for a Board of Directors classified into three classes, whose terms of office expire in successive years. Our Board of Directors now consists of five directors as set forth above in the section entitled “Directors, Executive Officers and Corporate Governance — Directors and Officers”.
Mr. Stogsdill is nominated for election at the Annual Meeting of stockholders, as a Class I director, to hold office until the annual meeting of stockholders in 2022, or until his successor is chosen and qualified.
Unless you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted for the election as director of such nominee unless such nominee shall be unavailable, in which case such shares will be voted for a substitute nominee designated by the Board of Directors. We have no reason to believe that the nominee will be unavailable or, if elected, will decline to serve.
Nominee Biography
For a biography of the Class I director nominee, please see the section entitled “Directors, Executive Officers and Corporate Governance — Directors and Officers”.
Required Vote
The nominee receiving the highest number of affirmative votes shall be elected as director. You may withhold votes from any or all nominees. Directors are elected by a plurality of the votes cast. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present.
Recommendation
Our Board of Directors recommends a vote “FOR” the election to the Board of Directors of the abovementioned nominee.
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PROPOSAL TWO — RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We are asking the stockholders to ratify the audit committee’s selection of Withum as our independent registered public accounting firm for the fiscal year ending December 31, 2019. The audit committee is directly responsible for appointing the Company’s independent registered public accounting firm. The audit committee is not bound by the outcome of this vote. However, if the stockholders do not ratify the selection of Withum as our independent registered public accounting firm for the fiscal year ending December 31, 2019, our audit committee may reconsider the selection of Withum as our independent registered public accounting firm.
Withum has audited our financial statements for the fiscal year ended December 31, 2018. A representative of Withum may be present at the Annual Meeting. The representative will have an opportunity to make a statement if he desires to do so and will be available to answer appropriate questions from stockholders. The following is a summary of fees paid or to be paid to Withum for services rendered.
Audit Fees.   Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2018 and for the period from August 28, 2017 (inception) through December 31, 2017 totaled $43,500 and $18,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.
Audit-Related Fees.   Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for consultations concerning financial accounting and reporting standards during the year ended December 31, 2018 or for the period from August 28, 2017 (inception) through December 31, 2018.
Tax Fees.   We did not pay Withum for tax planning and tax advice for the year ended December 31, 2018 or for the period from August 28, 2017 (inception) through December 31, 2017.
All Other Fees.   We did not pay Withum for other services for the year ended December 31, 2018 or for the period from August 28, 2017 (inception) through December 31, 2017.
Pre-Approval Policy
Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board of Directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof  (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
Vote Required
The ratification of the appointment of Withum requires the vote of a majority of the shares present in person or by proxy and entitled to vote on the matter at the Annual Meeting. Abstentions will have no effect on this proposal, assuming that a quorum is present.
Recommendation
Our Board of Directors recommends a vote “FOR” the ratification of the selection by the audit committee of Withum as our independent registered public accounting firm.
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DELIVERY OF CONTENTS​​​​DOCUMENTS TO STOCKHOLDERS
OTHER MATTERSPursuant to the rules of the SEC, we and servicers that we employ to deliver communications to our stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of this proxy statement. Upon written or oral request, we will deliver a separate copy of this proxy statement to any stockholder at a shared address to which a single copy of this proxy statement was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of this proxy statement may likewise request that we deliver single copies of our proxy statement in the future. Stockholders may notify us of their requests by calling us at (646) 747-9500, emailing us at info@mudrickcapital.com or writing us at our principal executive offices at 527 Madison Avenue, 6th Floor, New York, New York 10022.
SubmissionTRANSFER AGENT AND REGISTRAR
The transfer agent for our securities is Continental Stock Transfer & Trust Company.
SUBMISSION OF STOCKHOLDER PROPOSALS
Our board of Stockholder Proposals fordirectors is aware of no other matter that may be brought before the 2020 Annual Meetingspecial meeting or any adjournment or postponement thereof. Under Delaware law, only business that is specified in the notice of special meeting to stockholders may be transacted at the special meeting.
FUTURE STOCKHOLDER PROPOSALS
We anticipate that the 2020 annual meeting of stockholders, or a special meeting in lieu thereof, will be held no later than December 31, 2020. ForPursuant to our Definitive Proxy Statement filed on December 5, 2019 with respect to our 2019 annual meeting of stockholders held on December 19, 2019, for any proposal to behave been considered for inclusion in our proxy statement andor form of proxy for submission to the stockholders at our 2020 Annual Meetingannual meeting of Stockholders,stockholders, or a special meeting in lieu thereof, it must behave been submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals must be received by the Company at its offices at 527 Madison Avenue, 6th Floor, New York, New York 10022 no later than August 6, 2020.
In addition, our bylaws provide notice procedures for stockholdersMoreover, if you intended to present a proposal, or if you wanted to nominate one or more directors at the 2019 annual meeting, or a person as a director and to propose business to be considered by stockholders at a meeting. Notice of a nomination or proposal must be delivered to usspecial meeting in lieu thereof held not less than 90 days and not more than 120 days prior to the date for the preceding year’sanniversary of our 2019 annual meeting, of stockholders; provided, however, that in the event that the annual meeting is called for a date that is more than 30 days before or more than 60 days after such anniversary date,you must have delivered proper notice by the stockholder to be timely must be so received not earlier than the close of business on the 120th day before the meeting and not later than the later of  (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by us. Accordingly, for our 2020 Annual Meeting, assuming the meeting is held on or about December 19, 2020, notice of a nomination or proposal must be delivered to us no later than September 20, 2020 and no earlier than August 21, 2020. Nominations and proposals also must satisfy other requirements set forth in the bylaws. The Chairman of the Board may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures.
Householding Information
Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions:
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If the shares are registered in the name of the stockholder, the stockholder should contact us at our offices at 527 Madison Avenue, 6th Floor, New York, New York 10022, to inform us of his or her request; or
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If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly.
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Where You Can Find More Information
We file annual and quarterly reports and other reports and information with the Securities and Exchange Commission. We distribute to our stockholders annual reports containing financial statements audited by our independent registered public accounting firm and, upon request, quarterly reports for the first three quarters of each fiscal year containing unaudited financial information. In addition, the reports and other information are filed through Electronic Data Gathering, Analysis and Retrieval (known as “EDGAR”) system and are publicly available on the Securities and Exchange Commission’s website, located at http://www.sec.gov. We will provide without charge to you, upon written or oral request, a copy of the reports and other information filed with the Securities and Exchange Commission.
Any requests for copies of information, reports or other filings with the Securities and Exchange Commission should be directed to Mudrick Capital Acquisition Corporation, 527 Madison Avenue, 6th Floor, New York, New York 10022, Attn: Secretary.
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WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this proxy statement, over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC public reference room located at 100 F Street, N.E., Room 1580 Washington, D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.
If you would like additional copies of this proxy statement or if you have questions about the subject matter hereof or the proposal to be presented at the special meeting, you should contact us by telephone or in writing:
Jason Mudrick, Chief Executive Officer and Secretary MUDRICK CAPITAL ACQUISITION CORPORATIONor Glenn Springer, Chief Financial Officer
Mudrick Capital Acquisition Corporation
527 Madison Avenue, 6th6th Floor
New York, New York 10022
Email: info@mudrickcapital.com
Tel: (646) 747-9500
December 19, 2019You may also obtain these documents by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address and telephone number:
THIS PROXY IS SOLICITED ON BEHALFAdvantage Proxy, Inc.
PO Box 13581
Des Moines, WA 98198
Tel: (877) 870-8565 (toll free)
Banks and brokers can call collect: (206) 870-8565
Email: ksmith@advantageproxy.com
If you are a stockholder of the Company and would like to request documents, please do so by February 3, 2020, in order to receive them before the special meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
This document is a proxy statement of the Company for the special meeting. We have not authorized anyone to give any information or make any representation about the subject matter hereof that is different from, or in addition to, that contained in this proxy statement. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement speaks only as of the date of this proxy statement, unless the information specifically indicates that another date applies.
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ANNEX A
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF THE BOARD OF DIRECTORS INCORPORATION
OF
MUDRICK CAPITAL ACQUISITION CORPORATION
[•], 2020
Mudrick Capital Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1.   The name of the Corporation is “Mudrick Capital Acquisition Corporation”. The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on August 28, 2017 (the “Original Certificate”). The Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on February 8, 2018.
2.   This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate.
3.   This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4.   The text of Paragraph (b) of Section 9.1 is hereby amended and restated to read in full as follows:
(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission on January 16, 2018, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earlier of  (i) the completion of the initial Business Combination and (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination on or before August 12, 2020. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
5.   The text of Paragraph (b) of Section 9.2 is hereby amended by inserting the phrase: “or on an amendment to Section 9.2(d) in accordance with Section 9.7 hereof with a proxy solicitation, in either case,” immediately after the phrase, “If the Corporation offers to redeem the Offering Shares other than in conjunction with a stockholder vote on an initial Business Combination with a proxy solicitation”.
6.   The text of Paragraph (c) of Section 9.2 is hereby amended and restated to read in full as follows:
(c) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an (i) initial Business Combination with a proxy solicitation or (ii) amendment to Section 9.2(d) in accordance with Section 9.7 hereof with a proxy solicitation, 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(d)(3) of the Exchange Act), shall be restricted from seeking Redemption Rights with respect to more than the aggregate of 15% or more of the Offering Shares without the prior consent of the Corporation.
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7.   The text of Paragraph (d) of Section 9.2 is hereby amended and restated to read in full as follows:
(d) In the event that the Corporation has not consummated an initial Business Combination on or before August 12, 2020, the Corporation shall (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 subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public 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 remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
IN WITNESS WHEREOF, Mudrick Capital Acquisition Corporation has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
MUDRICK CAPITAL ACQUISITION CORPORATION
By:
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Name:
Title:
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MUDRICK CAPITAL ACQUISITION CORPORATION
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 10, 2020
The undersigned hereby appoints Jason Mudrick and Glenn Springer, and each of them, proxies and attorneys-in-fact, each with the power of substitution and revocation, and hereby authorizes and instructs each to represent and vote, as designatedin the manner directed below, all the shares of common stock of Mudrick Capital Acquisition Corporation (the “Company”) held of record by the undersigned at the close of business on NovemberJanuary 15, 20192020 at the AnnualSpecial Meeting of Stockholders to be held at the offices of Ellenoff GrossmanWeil, Gotshal & ScholeManges LLP, located at 1345767 Fifth Avenue, of the Americas, 11th Floor, New York, New YorkNY 10153, on December 19, 2019,February 10, 2020 at 10:00 a.m., localNew York time, or any adjournment or postponement thereof  (the “Meeting”) and authorizes and instructs said proxies to vote in the manner directed below.thereof.
THIS PROXY, WHEN PROPERLY EXECUTED,THE SHARES OF COMMON STOCK ISSUED OR ALLOCATED TO THE UNDERSIGNED WILL BE VOTED AS DIRECTED BELOW. IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NOABSENCE OF DIRECTION, IS MADE, THIS PROXY
WILL BE VOTED “FOR”FOR THE DIRECTOR NOMINEE AND “FOR” PROPOSAL TWO. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OF THE MEETING.
(Continued, and to be marked, dated and signed, on the other side)
MUDRICK CAPITAL ACQUISITION CORPORATION
This Proxy Statement and the 2018 Annual Report on Form 10-K are available at:
http://www.proxyvote.com.
SET FORTH BELOW.
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MUDRICK CAPITAL ACQUISITION CORPORATION
Vote Your Proxy by mail:   Mark, sign and date your proxy card and return it in the postage-paid envelope provided.PLEASE MARK VOTE IN BOX IN THE FOLLOWING MANNER:   ☒
​Please mark​​​​​Proposal​​​For​​​Against​​​Abstain​​
​​1.​​​Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional six months, from February 12, 2020 (the “Current Termination Date”) to August 12, 2020 (the “Extended Termination Date”).
your votes
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PROXY
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEE AND “FOR” PROPOSAL TWO.
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To elect one Class I director to serve onThe undersigned hereby acknowledges receipt of the Company’s Boardaccompanying notice of Directors until the 2022 annualspecial meeting of stockholders or until his successor is elected and qualified.
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Election of Class I Director: Dennis Stogsdillproxy statement.
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For
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​​Date:              , 2020​
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Withhold
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Signature of Stockholder or Authorized Signatory
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Name of Authorized Signatory (if applicable)
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Title of Authorized Signatory (if applicable)
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Ratification of the selection by the audit committee of WithumSmith+Brown, PC to serve as our independent registered public accounting firm for the year ending December 31, 2019.
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For
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WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE MARK,COMPLETE, DATE, SIGN DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE BY FACSIMILE TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AT (212) 509-5152 OR BY MAIL TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, ATTN: PROXY GROUP AT 1 STATE STREET, NEW YORK, NY 10004. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.SPECIAL MEETING IN PERSON.
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
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​Signature​​Signature​​Date            , 2019​
Note:   Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign in full corporate name by duly authorized officer, giving full title as such. If a partnership, please sign in partnership name by authorized person.