UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Hycroft Mining Holding Corporation
|
(Name of Issuer)
|
Class A Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
44862P109
|
(CUSIP Number)
|
Daniel Altabef
Whitebox Advisors LLC
3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
(612) 253-6001
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
September 2, 2021
|
(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-l(f) or 240.13d-l(g), check the following box. ☐
|
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
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 (“Exchange 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).
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 2 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Whitebox Advisors LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
9,328,391*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,328,391*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,328,391*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.4%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
*
|
The percent of class is calculated based on 59,977,318 shares of Common Stock (as defined below) outstanding as of August 3, 2021, as reported by the Issuer in
its Form 10-Q filed on August 4, 2021, plus the number of PIPE Warrants beneficially owned by the Reporting Person. The number of shares of Common Stock reported herein is comprised of (i) 8,743,317 shares of Common Stock and (ii) 585,074
additional shares of Common Stock issuable to certain private funds, including WMP and WCP (as defined in Item 2), upon the exercise of 585,074 PIPE Warrants (as defined in the Schedule 13D filed by the Reporting Persons on June 9, 2020).
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 3 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Whitebox General Partner LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
9,328,391*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,328,391*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,328,391*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.4%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
*
|
The percent of class is calculated based on 59,977,318 shares of Common Stock (as defined below) outstanding as of August 3, 2021, as reported by the Issuer in
its Form 10-Q filed on August 4, 2021, plus the number of PIPE Warrants beneficially owned by the Reporting Person. The number of shares of Common Stock reported herein is comprised of (i) 8,743,317 shares of Common Stock and (ii) 585,074
additional shares of Common Stock issuable to certain private funds, including WMP and WCP (as defined in Item 2), upon the exercise of 585,074 PIPE Warrants (as defined in the Schedule 13D filed by the Reporting Persons on June 9, 2020).
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 4 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Whitebox Multi-Strategy Partners, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,893,968*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,893,968*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,893,968*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
6.5%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
*
|
The percent of class is calculated based on 59,977,318 shares of Common Stock (as defined below) outstanding as of August 3, 2021, as reported by the Issuer in
its Form 10-Q filed on August 4, 2021, plus the number of PIPE Warrants beneficially owned by the Reporting Person. The number of shares of Common Stock reported herein is comprised of (i) 3,581,716 shares of Common Stock and (ii) 312,252
additional shares of Common Stock issuable to WMP upon the exercise of 312,252 PIPE Warrants.
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 5 of 13
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Whitebox Credit Partners, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
4,352,072*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,352,072*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,352,072*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
7.2%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
*
|
The percent of class is calculated based on 59,977,318 shares of Common Stock (as defined below) outstanding as of August 3, 2021, as reported by the Issuer in
its Form 10-Q filed on August 4, 2021, plus the number of PIPE Warrants beneficially owned by the Reporting Person. The number of shares of Common Stock reported herein is comprised of (i) 4,132,194 shares of Common Stock and (ii) 219,878
additional shares of Common Stock issuable to WCP upon the exercise of 219,878 PIPE Warrants.
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 6 of 13
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 7 of 13
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 8 of 13
|
Exhibit 1: |
Joint Filing Agreement, dated September 4, 2021, between Whitebox Advisors LLC, Whitebox General Partner LLC, Whitebox Multi-Strategy Partners, LP and Whitebox Credit Partners, LP.
|
Exhibit 2: |
Executive Officers and Board of Managers of Whitebox Advisors LLC.
|
Exhibit 3: |
Board Members of Whitebox General Partner LLC.
|
Exhibit 4: |
Schedule of Transactions by the Reporting Persons
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 9 of 13
|
Whitebox Advisors LLC
|
||
By:
|
/s/ Daniel Altabef
|
|
Daniel Altabef
Whitebox Advisors LLC
General Counsel – Regulatory Affairs & Compliance
|
||
Whitebox General Partner LLC
|
||
By:
|
/s/ Daniel Altabef
|
|
Daniel Altabef
Whitebox Advisors LLC
General Counsel – Regulatory Affairs & Compliance
|
||
Whitebox Multi-Strategy Partners, LP
|
||
By:
|
Whitebox General Partner LLC
|
|
By:
|
/s/ Daniel Altabef
|
|
Daniel Altabef
Whitebox Advisors LLC
General Counsel – Regulatory Affairs & Compliance
|
||
Whitebox Credit Partners, LP
|
||
By:
|
Whitebox General Partner LLC
|
|
By:
|
/s/ Daniel Altabef
|
|
Daniel Altabef
Whitebox Advisors LLC
General Counsel – Regulatory Affairs & Compliance
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 10 of 13
|
Whitebox Advisors LLC
|
||
By:
|
/s/ Daniel Altabef
|
|
Daniel Altabef
Whitebox Advisors LLC
General Counsel – Regulatory Affairs & Compliance
|
||
Whitebox General Partner LLC
|
||
By:
|
/s/ Daniel Altabef
|
|
Daniel Altabef
Whitebox Advisors LLC
General Counsel – Regulatory Affairs & Compliance
|
||
Whitebox Multi-Strategy Partners, LP
|
||
By:
|
Whitebox General Partner LLC
|
|
By:
|
/s/ Daniel Altabef
|
|
Daniel Altabef
Whitebox Advisors LLC
General Counsel – Regulatory Affairs & Compliance
|
||
Whitebox Credit Partners, LP
|
||
By:
|
Whitebox General Partner LLC
|
|
By:
|
/s/ Daniel Altabef
|
|
Daniel Altabef
Whitebox Advisors LLC
General Counsel – Regulatory Affairs & Compliance
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 11 of 13
|
Name
|
Business Address
|
Present Principal Employment
|
Citizenship
|
|||
Robert Vogel
|
3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
|
Partner, Co-Chair of the Investment Committee
and Board member
Whitebox Advisors LLC
|
USA
|
|||
Lisa Conrad
|
280 Park Ave
Suite 2803
New York, NY 10017
|
Chief Compliance Officer
Whitebox Advisors LLC
|
USA
|
|||
Brian Lofton
|
3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
|
Chief Risk Officer
Whitebox Advisors LLC
|
USA
|
|||
Robert Riepe
|
3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
|
Chief Financial Officer
Whitebox Advisors LLC
|
USA
|
|||
Jake Mercer
|
3033 Excelsior Boulevard,
Suite 500
Minneapolis, MN 55416
|
Partner, Head of Special Situations and Restructuring and Board member
Whitebox Advisors LLC
|
USA
|
|||
Paul Roos
|
3033 Excelsior Boulevard,
Suite 500
Minneapolis, MN 55416
|
Partner, Head of Structured Credit and Board member
Whitebox Advisors LLC
|
USA
|
|||
Muqu Karim
|
280 Park Ave
Suite 2803
New York, NY 10017
|
Chief Operating Officer
Whitebox Advisors LLC
|
USA
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 12 of 13
|
Name
|
Business Address
|
Present Principal Employment
|
Citizenship
|
|||
Robert Vogel
|
3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
|
Partner, Co-Chair of the Investment Committee
Whitebox Advisors LLC
|
USA
|
|||
Jake Mercer
|
3033 Excelsior Boulevard,
Suite 500
Minneapolis, MN 55416
|
Partner, Head of Special Situations and Restructuring
Whitebox Advisors LLC
|
USA
|
|||
Paul Roos
|
3033 Excelsior Boulevard,
Suite 500
Minneapolis, MN 55416
|
Partner, Head of Structured Credit
Whitebox Advisors LLC
|
USA
|
CUSIP No.
44862P109 |
SCHEDULE 13D
|
Page 13 of 13
|
Date of Transaction
|
Title of Class
|
Number of Shares/Units Acquired
|
Number of Shares/Units Disposed
|
Price Per
Share/Unit
|
9/2/2021
|
Common Stock
|
N/A
|
1,860,223
|
$1.85
|
9/2/2021
|
Common Stock
|
N/A
|
157,740
|
$1.85
|
9/3/2021
|
PIPE Warrants
|
N/A
|
139,691
|
$0.3185
|
9/3/2021
|
PIPE Warrants
|
N/A
|
36,532
|
$0.3185
|
Date of Transaction
|
Title of Class
|
Number of Shares/Units Acquired
|
Number of Shares/Units Disposed
|
Price Per
Share/Unit
|
9/2/2021
|
Common Stock
|
N/A
|
548,843
|
$1.85
|
Date of Transaction
|
Title of Class
|
Number of Shares/Units Acquired
|
Number of Shares/Units Disposed
|
Price Per
Share/Unit
|
9/2/2021
|
Common Stock
|
N/A
|
633,194
|
$1.85
|
9/3/2021
|
PIPE Warrants
|
N/A
|
151,720
|
$0.3185
|