April 16, 2020

Jason Mudrick
Chief Executive Officer
Mudrick Capital Acquisition Corporation
527 Madison Avenue, 6th Floor
New York, NY 10022

       Re: Mudrick Capital Acquisition Corporation
           Amendment No. 1 to Registration Statement on Form S-4
           Filed April 7, 2020
           File No. 333-236460

Dear Mr. Mudrick:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our March 12,
2020 letter.

Amendment No. 1 to Form S-4 Filed April 7, 2020

Material Tax Considerations
MUDS Material U.S. Federal Income Tax Considerations, page 144

1.     We note that the tax opinion filed as Exhibit 8.1 is a short-form tax
opinion. Please revise
       the tax disclosure in your registration statement to clearly identify
and articulate the
       opinion being rendered and state clearly that it is the opinion of the
named counsel. For
       guidance, refer to Section III.B.2 of Staff Legal Bulletin No. 19.
 Jason Mudrick
Mudrick Capital Acquisition Corporation
April 16, 2020
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 1. Basis of Presentation
Accounting for the Business Combination, page 175

2.     We note your response to comment 13 that pursuant to the purchase
agreement the
       combined entity is expected to have seven directors on the Board. You
also disclose that
       the expectation that current directors of seller will comprise a
majority of the HYMC
       board of directors following the business combination. Please clarify
and revise your
       disclosures as necessary. In addition, please tell us and disclose the
expected number of
       directors that Seller's Stockholders (excluding Sponsor and Mudrick
Capital Management
       L.P. and affiliated fund entities) will be able to elect or appoint to
the board of directors of
       the combined entity under both scenarios disclosed on page 16 and 17.
Information about Seller and the Hycroft Business, page 205

3.     We note your response to comments 21 and 22. Please revise to include
the metallurgical
       recovery factor(s) for your mineral resources and mineral reserves.
Exhibit 96.1, page II-8

4.     We note your response to comment 30. We are unable to locate the degree
of uncertainty
       column in Table 11-11. Please advise.
5.     We note your response to comment 32. Please provide disclosure in the
amended exhibit
       similar to the language in your response regarding your assessment of
processing and
       recovery methods to address Item 601(b)(96)(iii)(B)(14)(iv).
       For questions regarding comments on engineering matters, you may contact
John
Coleman, Mine Engineer, at (202) 551-3610. You may contact Joanna Lam, Staff
Accountant, at
(202) 551-3476 or Raj Rajan, Staff Accountant, at (202) 551-3388 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Anuja A.
Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her absence, Loan Lauren
Nguyen, Legal
Branch Chief, at (202) 551-3642 with any other questions.



                                                               Sincerely,
FirstName LastNameJason Mudrick
                                                     Division of Corporation
Finance
Comapany NameMudrick Capital Acquisition Corporation
                                                     Office of Energy &
Transportation
April 16, 2020 Page 2
cc:       Jackie Cohen
FirstName LastName