Hycroft Mining Holding Corp-A美股招股说明书(2025-11-12版)

7,008,528 Shares of Class A Common Stock Underlying Warrants 14,017,056 Shares of Class A Common Stock for Resale by Selling Securityholders This prospectus relates to the resale from time to time by the selling stockholders identified in this prospectus (collectively with any ofthe holder’s transferees, pledgees, donees or successors, the “selling stockholders”) of 14,017,056 shares of our Class A commonstock, par value $0.0001 per share (“common stock”), which shares were issued to selling stockholders in private placementtransactions (“Private Placements”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the“Securities Act”), and Regulation D promulgated thereunder, pursuant to Securities Purchase Agreements, dated September 2, 2025(the “Purchase Agreements”), with the selling stockholders. In addition, this prospectus relates to the issuance by us of up to 7,008,528 shares of common stock upon the exercise of warrants topurchase 7,008,528 shares of common stock (“warrants”) held by the selling stockholders, which were issued to selling stockholders inconnection with the Private Placements, which entitle the selling stockholders to purchase common stock at an exercise price of $6.00per share. We are registering the issuance of shares of common stock upon the exercise of the warrants and the resale of the shares of commonstock held by selling stockholders under this prospectus as required by the Purchase Agreements. The Company will not receive any proceeds from the sale by the selling stockholders of the shares, however, we will receive proceedsfrom the exercise of the warrants for cash. We intend to use those proceeds, if any, for general corporate purposes. We are paying thecost of registering the shares covered by this prospectus as well as various related expenses. The selling stockholders are responsiblefor all selling commissions, transfer taxes and other costs related to the offer and sale of the shares. The selling stockholders will sell their shares registered for resale in this prospectus at fixed prices, at prevailing market prices at thetime of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices.Accordingly, we cannot currently determine the price or prices at which the resale shares may be sold under this prospectus. Theselling stockholders may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the formof discounts, concessions or commissions from the selling stockholders, the purchasers of the shares, or both. If required, the numberof shares to be sold, the public offering price of those shares, the names of any underwriters, broker-dealers or agents and anyapplicable commission or discount will be included in a supplement to this prospectus, called a prospectus supplement. The sellingstockholders are underwriters within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, with respect to theshares offered herein by the selling stockholders for resale. We provide more information about how the selling stockholders may sellor otherwise dispose of the shares of common stock in the section entitled “Plan of Distribution” beginning on page 11 of thisprospectus. Our common stock is currently quoted on the Nasdaq Capital Market under the symbol “HYMC”. On November 11, 2025, the lastreported sale price per share of our common stock on the Nasdaq Capital Market was $8.10. You are urged to obtain current marketquotations for our common stock. Investing in our securities involves risks. You should carefully consider the Risk Factors beginning on page 8 of this prospectusbefore you make an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is November 12, 2025 TABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4THE OFFERING4THE COMPANY5RISK FACTORS8USE OF PROCEEDS11PLAN OF DISTRIBUTION11SELLING STOCKHOLDERS14DESCRIPTION OF COMMON STOCK15LEGAL MATTERS17EXPERTS17LIMITATION ON LIABILITY AND DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FORSECURITIES ACT LIABILITIES17WHERE YOU CAN FIND MORE INFORMATION17INFORMATION INCORPORATED BY REFERENCE18 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC,utilizing a shelf registration process. Under the shelf registration process, we may, from time to time, issue to selling stockholders7,008,528 shares of Class A common stock, par value $0.0001 per share (“common stock”), underlying warrants held by sellingstockholders upon the exercise of the warrants and the sellin