Hycroft Mining Holding Corp-A美股招股说明书(2025-06-12版)

12,500,000UnitsEach Unit Consisting of One Share of Class A Common Stockand One-Half of One Warrant to Purchase One Share of Class A Common Stock(and 6,250,000 Shares of Class A Common Stock Underlying the Warrants) Pursuant to this prospectus supplement and the accompanying base prospectus, we are offering 12,500,000 units (“Units”) ata public offering price of $3.50 per Unit for aggregate gross proceeds of $43,750,000. Each Unit consists of one share of our Class Acommon stock, par value $0.0001 per share (our “common stock”) and one-half of one warrant to purchase one share of commonstock (each whole warrant, a “Warrant”). The Units will not be issued or certificated. The shares of common stock and Warrants areimmediately separable and will be issued separately. Each Warrant is exercisable to purchase one share of common stock (the “WarrantShares”) at an exercise price of $4.20 per Warrant Share for a period of three years following the closing date of this offering, subjectto adjustment as described in “Description of Securities—Warrants to be Issued in this Offering.” This prospectus supplement to theaccompanying prospectus relates to the offering of the Units, the shares of common stock and Warrants comprising the Units and theWarrant Shares issuable upon exercise of the Warrants. Our common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbol “HYMC.” The lastreported sale price of our common stock on Nasdaq on June 11, 2025, was $4.28 per share. There is no established public tradingmarket for the Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of theWarrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, weexpect that the liquidity of the Warrants will be limited. This prospectus supplement and the accompanying base prospectus should be read collectively in their entirety. If there is anyinconsistency between the information in this prospectus supplement and the accompanying base prospectus, you should rely on theupdated information in this prospectus supplement. (1)We have agreed to reimburse the underwriters for certain expenses incurred in this offering. See “Underwriting” beginning onpage S-19 of this prospectus supplement for additional information regarding total underwriting compensation. (2)Does not give effect to any exercise of the Warrants being issued in this offering. Investing in the Units involves risks. See the sections titled “Risk Factors” beginning on page S-5of this prospectussupplement and on page 7 of the accompanying base prospectus and the risk factors described in our filings with the Securitiesand Exchange Commission (the “SEC”) that are incorporated by reference herein and therein to read about factors you shouldconsider before investing in the Units. We have granted the underwriters an option, exercisable in whole or in part and from time to time, at the sole discretion of theunderwriters, at any time up to 30 days following the date of this prospectus supplement to purchase up to an additional 1,875,000Units from us, representing 15% of the number of Units sold under the offering at the offering price, less the underwriting discountsand commissions set forth above. The underwriters expect to deliver the shares of common stock and Warrants through the book-entry facilities of TheDepository Trust Company on or about June 13, 2025, subject to customary closing conditions. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed uponthe adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense. JointBook-Running Managers PARADIGM CAPITAL INC. BMO CAPITAL MARKETS The date of this prospectus supplement is June 12, 2025. TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiCAUTIONARY NOTE REGARDING MINERAL RESOURCE ESTIMATESS-vPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5USE OF PROCEEDSS-8DESCRIPTION OF SECURITIESS-9CAPITALIZATIONS-12DIVIDEND POLICYS-13DILUTIONS-14U.S. FEDERAL INCOME TAX CONSIDERATIONSS-15UNDERWRITINGS-19LEGAL MATTERSS-27EXPERTSS-28WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCES-29 PAGEABOUT THIS PROSPECTUS3SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS4PROSPECTUS SUMMARY6THE OFFERING6THE COMPANY6RISK FACTORS7USE OF PROCEEDS8RATIO OF EARNINGS TO FIXED CHARGES8DESCRIPTIONSOF SECURITIES8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF WARRANTS17DESCRIPTION OF DEPOSITARY SHARES20DESCRIPTION OF RIGHTS21DESCRIPTION OF STOCK PURCHASE CONTRACTS22DESCRIPTION OF UNITS22FORMS OF SECURITIES23PLAN OF DISTRIBUTION25LEGAL OPINIONS26EXPERTS27LIMITATION ON LIABILITY AND DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION F