Hycroft Mining Holding Corp S-4/A, filed May 5, 2020
Hycroft Mining Holding Corp (HYMC)
SECURITIES AND EXCHANGE COMMISSION
to
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Delaware
(State or other jurisdiction of incorporation or organization) |
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6770
(Primary Standard Industrial Classification Code Number) |
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2657796
(I.R.S. Employer Identification Number) |
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New York, NY 10022
Telephone: (646) 747-9500
Chief Executive Officer
527 Madison Avenue, 6th Floor
New York, NY 10022
Telephone: (646) 747-9500
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Copies to:
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Jaclyn L. Cohen
Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 |
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Stephen M. Jones
Executive Vice President and Chief Financial Officer Hycroft Mining Corporation 8181 E. Tufts Avenue Denver, CO 80237 Tel: (303) 524-1947 Fax: (775) 201-1045 |
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David S. Stone
Neal, Gerber & Eisenberg LLP Two North LaSalle Street, Suite 1700 Chicago, IL 60602 Tel: (312) 269-8411 Fax: (312) 578-1796 |
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As soon as practicable after this Registration Statement is declared effective and all other conditions to the business combination
described in the enclosed Joint Proxy Statement/Prospectus have been satisfied or waived.
| | Large accelerated filer ☐ | | | Accelerated filer ☒ | | | Non-accelerated filer ☐ | | |
Smaller reporting company ☒
Emerging growth company ☒ |
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ Jason Mudrick
Jason Mudrick
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Chief Executive Officer and Director
(Principal Executive Officer) |
| | May 5, 2020 | |
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/s/ Glenn Springer
Glenn Springer
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
| | May 5, 2020 | |
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*
David Kirsch
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| | Vice President and Director | | | May 5, 2020 | |
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*
Dennis Stogsdill
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| | Director | | | May 5, 2020 | |
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*
Timothy Daileader
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| | Director | | | May 5, 2020 | |
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*
Dr. Brian Kushner
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| | Director | | | May 5, 2020 | |
| | *By: | | | /s/ Jason Mudrick | |
| | | | | Name: Jason Mudrick, Attorney-in-Fact | |
Exhibit 5.1
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| 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax |
May 5, 2020
Mudrick Capital Acquisition Corporation
527 Madison Ave
6th Floor
New York, NY 10022
Ladies and Gentlemen:
We have acted as counsel to Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (as amended and together with all exhibits thereto, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to, among other things, (i) the issuance of up to 15,512,091 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Shares”) pursuant to and in connection with the Business Combination (as defined below) contemplated by that certain Purchase Agreement, dated as of January 13, 2020 and amended on February 26, 2020 (as it may be further amended from time to time, the “Purchase Agreement”), by and among the Company, MUDS Acquisition Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of the Company, and Hycroft Mining Corporation, a Delaware corporation (“Seller”), and (ii) the special meeting of the stockholders of the Company to consider the transactions set forth in the Purchase Agreement and related agreements, including the acquisition by the Company of substantially all of the assets, and assumption by the Company of substantially all of the liabilities, of Seller (the “Business Combination”).
In so acting, we have prepared or examined originals or copies (certified or otherwise identified to our satisfaction) of: (i) the Registration Statement, (ii) the Purchase Agreement and related agreements, (iii) the form of Second Amended and Restated Certificate of Incorporation of the Company to be effective upon the consummation of the Business Combination (the “Certificate of Incorporation”), and (iv) the form of Amended and Restated Bylaws of the Company to be effective upon the consummation of the Business Combination (the “Bylaws”). We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and upon the representations and warranties of the Company contained in the Purchase Agreement.
In addition to the foregoing, for the purpose of rendering our opinions as expressed herein, we have assumed that:
| 1. | Prior to the issuance of the Shares: (i) the Registration Statement, as finally amended, will have become effective under the Act; and (ii) the shareholders of the Company will have duly approved, among other things, the Purchase Agreement, the Business Combination and the issuance of the Shares; and |
| 2. | The current draft of the Certificate of Incorporation, in the form thereof submitted for our review, without alteration or amendment (other than identifying the appropriate date), will be duly authorized and executed and thereafter be duly filed with the Secretary of State of the State of Delaware in accordance with Section 103 of the Delaware General Corporation Law and that the Company will pay all fees and other charges required to be paid in connection with the filing of the Certificate of Incorporation. |
Based on the foregoing, and subject to the limitations, qualifications and assumptions stated herein, we are of the opinion that the Shares will be, upon issuance, duly authorized; and, when the Registration Statement has been declared effective under the Act by order of the Commission, and if and when the Shares have been issued upon the terms and conditions set forth in the Registration Statement and the Purchase Agreement, the Shares will be validly issued, fully paid and non-assessable and free of preemptive rights pursuant to law, in the Certificate of Incorporation or in the Bylaws.
The opinions expressed herein are limited to the corporate laws of the State of Delaware and the federal laws of the United States, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the use of this letter as Exhibit 5.1 to the Registration Statement and to any and all references to our firm in the joint proxy statement/prospectus which is a part of the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
Exhibit 8.1
767 Fifth Avenue
New York,NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax
May 5, 2020
Mudrick Capital Acquisition Corporation
527 Madison Avenue, 6th Fl.
New York, NY 10022
Ladies and Gentlemen:
We have acted as counsel to Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (File No. 333-236460), originally filed by the Company with the Commission on February 14, 2020 (and as amended or supplemented through the date hereof together with all exhibits thereto, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to, that certain Purchase Agreement, dated as of January 13, 2020 and amended on February 26, 2020 (as it may be further amended from time to time, the “Purchase Agreement”), by and among the Company, MUDS Acquisition Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of the Company, and Hycroft Mining Corporation, a Delaware corporation (“Seller”), and the proposal of the Company to consummate the transactions set forth in the Purchase Agreement and related agreements, including the acquisition by the Company of substantially all of the assets, and assumption by the Company of substantially all of the liabilities, of Seller (the “Business Combination”). Any capitalized terms used but not defined herein have the meaning given to such terms in the Registration Statement.
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of: (i) the Registration Statement, (ii) the Purchase Agreement and related agreements and (iii) such other corporate records, agreements, documents and other instruments, and such other certificates or comparable documents of public officials and of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In addition, we have obtained such additional information as we deemed relevant and necessary through consultation with various officers and representatives of the Company.
Our opinion set forth below assumes, with your consent: (1) the accuracy and completeness of the statements and facts concerning the Business Combination set forth in the Purchase Agreement and related agreements and the Registration Statement (and that no transaction or condition described therein and affecting this opinion will be waived by any party), (2) the consummation of the Business Combination in the manner contemplated by, and in accordance with the terms set forth in, the Purchase Agreement and related agreements and the Registration Statement and (3) that there will be no change in applicable U.S. federal income tax law from the date hereof through the effective time of each transaction included in the Business Combination.
Mudrick Capital
Acquisition Corporation
May 5, 2020 Page 2
Based upon the facts and statements set forth above, our examination and review of the documents referred to above and subject to the assumptions set forth above and qualifications set forth below, we hereby confirm that the discussion contained in the Registration Statement under the caption “MATERIAL TAX CONSIDERATIONS—MUDS Material U.S. Federal Income Tax Considerations,” insofar as such discussion constitutes statements of U.S. federal income tax law or legal conclusions, and subject to the assumptions, limitations and conditions set forth therein, represents our opinion as to the material U.S. federal income tax consequences for the holders of MUDS Class A common stock that elect to have their shares of MUDS Class A common stock redeemed for cash if the Business Combination is completed.
Our opinion is based on current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, in each case as in effect on the date hereof and any of which may be changed at any time with retroactive effect. Any change in applicable laws or facts and circumstances surrounding the Business Combination, or any inaccuracy in the facts or assumptions on which we have relied, may affect the continuing validity of the opinion set forth herein. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention. No opinion is expressed as to any transactions other than the Business Combination or any matter other than that specifically covered by the foregoing opinion.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Weil, Gotshal & Manges LLP |