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EX-10.1 - EXHIBIT 10.1 - HYCROFT MINING HOLDING CORPtm201141d1_ex10-1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 3, 2020 (January 2, 2020)

        

MUDRICK CAPITAL ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-38387   82-2657796
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

527 Madison Avenue
6th Floor
New York, New York
  10022
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (646) 747-9500

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class:   Trading Symbol(s)   Name of Each Exchange on
Which Registered:
Class A Common Stock, par value $0.0001 per share   MUDS   The NASDAQ Stock Market LLC
         
Warrants to purchase one share of Class A Common Stock   MUDSW   The NASDAQ Stock Market LLC
         
Units, each consisting of one share of Class A Common Stock and one Warrant   MUDSU   The NASDAQ Stock Market LLC

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

On January 2, 2020, Mudrick Capital Acquisition Corporation (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of up to $1,500,000 to Mudrick Capital Acquisition Holdings LLC (the “Sponsor”). The Note bears no interest and is repayable in full upon consummation of the Company’s initial business combination. The note may also be converted into warrants at a price of $1.00 per warrant at the option of the Sponsor upon the consummation of the Company’s initial business combination. Such warrants would be identical to the private placement warrants issued to the Sponsor at the Company’s initial public offering.

 

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

 

Item 9.01 Financial Statements and Exhibits

 

(d)Exhibits.

 

Exhibit

Number

  Exhibit
10.1   Promissory Note, January 2, 2020, issued by Mudrick Capital Acquisition Corporation to Mudrick Capital Acquisition Holdings LLC

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 3, 2020

 

  MUDRICK CAPITAL ACQUISITION CORPORATION
     
  By: /s/ Jason Mudrick
  Name: Jason Mudrick
  Title: Chief Executive Officer and Director