Amendment: SEC Form SCHEDULE 13D/A filed by Hycroft Mining Holding Corporation
$HYMC
Precious Metals
Basic Materials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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HYCROFT MINING HOLDING CORP (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
44862P109 (CUSIP Number) |
Mark Mandel Baker & McKenzie LLP, 452 Fifth Avenue New York, NY, 10018 (212) 626-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 44862P109 |
| 1 |
Name of reporting person
Sprott Eric | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
31,397,880.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
36.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1 Includes (a) 26,725,528 shares of Class A common stock, par value $0.0001 per share ("Common Stock"), of Hycroft Mining Holding Corporation (the "Issuer") held of record by 2176423 Ontario Ltd. ("2176423 Ontario"), and (b) 4,672,352 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock. 2176423 Ontario also holds warrants to acquire an additional 5,515,824 shares of Common Stock, but the terms and conditions of such warrants preclude 2176423 Ontario from exercising the warrants to the extent that such exercise would cause 2176423 Ontario (together with its affiliates) to exceed certain beneficial ownership limitations. Warrants exercisable for 3,175,000 shares of Common Stock are subject to a beneficial ownership limitation of 19.99%, while warrants exercisable for 2,340,824 shares of Common Stock are subject to a beneficial ownership limitation of 9.8%. The warrants exercisable for 4,672,352 shares of Common Stock mentioned in (b) above are not subject to a beneficial ownership limitation. Eric Sprott controls 2176423 Ontario and has the power to direct the voting and disposition of Common Stock held by the entity through his ownership interests in 2176423 Ontario.
2 The percentage set forth in Row 13 of this Cover Page is calculated based on 85,638,143 shares of Common Stock deemed outstanding, which consists of (i) 80,965,791 shares of Common Stock outstanding as of October 27, 2025, as disclosed by the Issuer on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on October 28, 2025 (the "Form 10-Q"), and (ii) 4,672,352 shares of Common Stock issuable upon the exercise of warrants beneficially owned by the Reporting Persons that are not subject to a beneficial ownership limitation.
SCHEDULE 13D
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| CUSIP No. | 44862P109 |
| 1 |
Name of reporting person
2176423 Ontario Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,397,880.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
3 The percentage set forth in Row 13 of this Cover Page is calculated based on 85,638,143 shares of Common Stock deemed outstanding, which consists of (i) 80,965,791 shares of Common Stock outstanding as of October 27, 2025, as disclosed by the Issuer on the Form 10-Q, and (ii) 4,672,352 shares of Common Stock issuable upon the exercise of warrants beneficially owned by the Reporting Persons that are not subject to a beneficial ownership limitation.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
HYCROFT MINING HOLDING CORP | |
| (c) | Address of Issuer's Principal Executive Offices:
4300 Water Canyon Road, Unit 1, Winnemucca,
NEVADA
, 89445. | |
Item 1 Comment:
This Amendment No. 7 (this "Amendment") is being filed to update the percentage of shares beneficially owned by the Reporting Persons and hereby amends and supplements the Statement filed with the SEC on March 24, 2022, as further amended on March 28, 2022, April 14, 2022, June 28, 2022, June 17, 2025, September 10, 2025, and October 16, 2025. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Statement. Except as amended or supplemented hereby, the information set forth in the Statement remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On November 11, 12 and 13, 2025, 2176423 Ontario completed open market purchases of 1,500,000 shares of Common Stock of the Issuer, whereby 2176423 Ontario purchased on November 11, 2025 500,000 shares of Common Stock at an average purchase price per share of $8.07, purchased on November 12, 2025 500,000 shares of Common Stock at an average purchase price per share of $8.79, and purchased on November 13, 2025 500,000 shares of Common Stock at an average purchase price per share of $9.42, for combined gross proceeds of approximately $13,138,950. The source of funds for acquiring the Common Stock described herein was the working capital of 2176423 Ontario. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information provided on the cover pages to this Statement are hereby incorporated by reference. As of the close of business on November 13, 2025, the Reporting Persons acquired or have been granted, and for the purposes of Rule 13d-3 of the Exchange Act, beneficially own, an aggregate of 31,397,880 shares of Common Stock, which represents 36.66% of the 85,638,143 shares of Common Stock deemed outstanding, which consists of (i) the 80,965,791 shares of Common Stock outstanding as of October 27, 2025, as disclosed on the by the Issuer in the Form 10-Q, and (ii) 4,672,352 shares of Common Stock issuable upon the exercise of warrants beneficially owned by the Reporting Persons that are not subject to a beneficial ownership limitation. 2176423 Ontario also holds warrants to acquire an additional 5,515,824 shares of Common Stock, but the terms and conditions of such warrants preclude 2176423 Ontario from exercising the warrants to the extent that such exercise would cause 2176423 Ontario (together with its affiliates) to exceed certain beneficial ownership limitations. Warrants exercisable for 3,175,000 shares of Common Stock are subject to a beneficial ownership limitation of 19.99%, while warrants exercisable for 2,340,824 shares of Common Stock are subject to a beneficial ownership limitation of 9.8%. | |
| (b) | The responses in rows 7, 8, 9 and 10 of the cover pages to this Statement are hereby incorporated by reference. | |
| (c) | Except for the transaction described in Item 3 of this Amendment, and the transaction described in Item 3 of Amendment 6 filed with the SEC on October 16, 2025, the Reporting Persons have not engaged in any transaction during the past 60 days involving the Common Stock of the Issuer. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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