Filed pursuant to Rule 424(b)(5)
Registration No. 333-279292
Prospectus Supplement No. 2
(To Prospectus Dated May 31, 2024 and Prospectus Supplement No. 1 Dated March 11, 2025)
Up to $97,539,894.88 of Shares
HYCROFT MINING HOLDING CORPORATION
Class A Common Stock
This prospectus supplement amends and supplements the information in our at-the-market offering prospectus, dated May 31, 2024 (the “Original Prospectus”), which was filed pursuant to our registration statement on Form S-3 (File No. 333-279292) (the “Registration Statement”) and our prospectus supplement dated March 11, 2025 (“Prospectus Supplement No. 1” and together with the Original Prospectus, the “Prospectus”). This Prospectus Supplement No. 2 should be read in conjunction with the Prospectus and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus, and any future amendments or supplements thereto.
This prospectus supplement is being filed in connection with our previously announced “at-the-market offering” program, and to update the remaining amount of shares of our Class A common stock, par value $0.0001 per share (our “common stock”), that we may issue and sell from time to time through or to B. Riley Securities, Inc. (the “Agent”) as sales agent or principal, pursuant to the terms of our previously announced At Market Issuance Sales Agreement, dated May 9, 2024, between us and the Agent (the “Sales Agreement”).
On March 12, 2025, we filed Prospectus Supplement No. 1, indicating that we were, at that time, subject to General Instruction I.B.6 of Form S-3, which limited the amount that we were able to sell under the registration statement of which the Prospectus forms a part. As of March 25, 2025, the aggregate market value of our outstanding common equity held by non-affiliates, or public float, was $75,869,742 based on 24,983,358 shares of Class A common stock outstanding, of which 21,801,650 shares are held by non-affiliates, and a per share price of $3.48 based on the closing price of our Class A common stock on The Nasdaq Capital Market on March 25, 2025 (within 60 days prior to the date of filing). As a result, our public float has increased above $75.0 million, and we are no longer subject to the limitations contained in General Instruction I.B.6 of Form S-3 as of the date of this prospectus supplement. If we become subject to the offering limits in General Instruction I.B.6 of Form S-3 in the future, we will file another prospectus supplement.
We are filing this prospectus supplement to amend the Prospectus to update the remaining amount of shares we are eligible to sell under our Registration Statement. In accordance with the terms of the Sales Agreement, we may offer and sell common stock having an aggregate offering price of up to $97,539,894.88 time to time through or to the Agent.
Our common stock is listed on the Nasdaq Stock Market, or Nasdaq, under the symbol “HYMC”. The market prices and trading volume of shares of our common stock have recently experienced and may continue to experience extreme volatility, which could cause purchasers of our common stock to incur substantial losses.
Investing in our common stock involves risks. See “Risk Factors” in the Prospectus, as well as those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other reports and documents we filed with the Securities and Exchange Commission (the “SEC”) that we incorporate herein by reference.
Neither the SEC, any state securities commission, nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement is truthful and complete. Any representation to the contrary is a criminal offense.
B. Riley Securities
The date of this prospectus supplement is April 03, 2025.