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. 3)
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HYCROFT MINING HOLDING CORP (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
44862P208 (CUSIP Number) |
Corey R. Chivers Weil, Gotshal & Manges LLP, 767 Fifth Avenue New York, NY, 10153 (212) 310-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/03/2025 (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. | 44862P208 |
| 1 |
Name of reporting person
AMC ENTERTAINMENT HOLDINGS, INC. | ||||||||
| 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)
OO | ||||||||
| 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
DELAWARE
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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
1,064,861.00 | ||||||||
| 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)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
For rows 8, 10, and 11, includes 64,037 shares of class A common stock, par value $0.0001 per share (the "Common Stock"), of Hycroft Mining Holding Corporation (the "Issuer"), directly held by American Multi-Cinema, Inc. ("AMCI") and 1,000,824 shares of Common Stock issuable upon the exercise of outstanding warrants directly held by AMCI. The ownership percentage in row 13 is calculated assuming a total of 81,966,615 shares of Common Stock deemed issued and outstanding, which includes (i) 80,965,791 shares of Common Stock outstanding as of October 27, 2025, as set forth in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on October 28, 2025 (the "Issuer's Form 10-Q") and (ii) 1,000,824 shares of Common Stock issuable upon the exercise of warrants directly held by AMCI.
SCHEDULE 13D
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| CUSIP No. | 44862P208 |
| 1 |
Name of reporting person
AMERICAN MULTI-CINEMA, INC. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MISSOURI
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,064,861.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For rows 8, 10, and 11, includes 64,037 shares of Common Stock directly held by AMCI and 1,000,824 shares of Common Stock issuable upon the exercise of outstanding warrants directly held by AMCI. The ownership percentage in row 13 is calculated assuming a total of 81,966,615 shares of Common Stock deemed issued and outstanding, which includes (i) 80,965,791 shares of Common Stock outstanding as of October 27, 2025, as set forth in the Issuer's Form 10-Q and (ii) 1,000,824 shares of Common Stock issuable upon the exercise of warrants directly held by AMCI.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
HYCROFT MINING HOLDING CORP | |
| (c) | Address of Issuer's Principal Executive Offices:
P.O. Box 3030, Winnemucca,
NEVADA
, 89446. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 3 ("Amendment No. 3") amends and supplements the statement on Schedule 13D (the "initial Schedule 13D," and as amended from time to time, the "Schedule 13D") originally filed by the Reporting Persons on March 24, 2022 and relates to the shares of class A common stock, par value $0.0001 per share (the "Common Stock"), of Hycroft Mining Holding Corporation, a Delaware corporation (the "Issuer"). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each defined term used but not defined in this Amendment No. 3 shall have the meaning assigned to such term in the initial Schedule 13D.
This Amendment No. 3 constitutes an exit filing for the Reporting Persons as the Reporting Persons own less than five percent (5%) of the Common Stock. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 3 is hereby incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
After a period of negotiation, on December 3, 2025, AMC entered into a Stock Purchase Agreement with Sprott Mining (the "Stock Purchase Agreement"), pursuant to which the Reporting Persons sold 2,340,824 shares of Common Stock to Sprott Mining along with 13,400,000 Warrants and the right, upon vesting of certain restricted stock units ("RSUs"), to receive 11,981 shares of Common Stock for a total purchase price of $24,110,487.20. Further, in connection with the Stock Purchase Agreement, BMO, as representatives of the underwriters under the Underwriting Agreement, agreed to waive the transfer restrictions of the Lock-up Letter to permit the transactions contemplated by the Stock Purchase Agreement. Each RSU currently represents a contingent right to receive one share of Common Stock and each Warrant is currently exercisable into 1/10 of one share of Common Stock.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 99.6, which is incorporated herein by reference.
As a result of the transactions contemplated by the Stock Purchase Agreement, the Reporting Persons no longer have the right to appoint one director to the board of directors of the Issuer as previously provided for under the Subscription Agreement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
The responses set forth on rows 7 through 13 of the cover pages of this Amendment No. 3 are incorporated by reference in this Item 5.
The Reporting Persons beneficially own an aggregate 1,064,861 shares of Common Stock held by AMCI (which amount includes 1,000,824 shares of Common Stock issuable upon the exercise of warrants held by AMCI), representing 1.3% of the outstanding shares of Common Stock based on a total of 81,966,615 shares of Common Stock deemed issued and outstanding, which includes (i) 80,965,791 shares of Common Stock outstanding as of October 27, 2025, as set forth in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on October 28, 2025 and (ii) 1,000,824 shares of Common Stock issuable upon the exercise of warrants directly held by AMCI). | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 5(a) of this Amendment No. 3 is hereby incorporated herein by reference. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
Except as otherwise disclosed in this Amendment No. 3 and the Schedule 13D, none of the Reporting Persons nor, to the Reporting Persons' knowledge, any of the Schedule A Persons, has effected any transaction during the past 60 days in, any shares of Common Stock. | |
| (e) | Item 5(e) of the Schedule 13D is hereby amended and supplemented as follows:
As a result of the transaction described in Item 4 of this Amendment No. 3, on December 3, 2025, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding securities of Issuer. The filing of this Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Amendment No. 3 is hereby incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.6 Stock Purchase Agreement. | ||
| 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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