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    767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

    April 7, 2020

VIA EDGAR

Anuja A. Majmudar

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549-3561

 Re: Mudrick Capital Acquisition Corporation

Registration Statement on Form S-4 Filed

February 14, 2020 File No. 333-236460

Dear Ms. Majmudar:

On behalf of Mudrick Capital Acquisition
Corporation (the “Company”), please find a response to the comments of the staff of the Securities and Exchange
Commission (the “Staff”) contained in the Staff’s letter dated March 12, 2020 (the “Comment Letter”)
with regard to the Registration Statement on Form S-4 (File No. 333-236460) filed by the Company on February 14, 2020 (the “Registration
Statement”). The responses are based on information provided to us by the Company. Amendment No. 1 also includes
other changes that are intended to update and clarify the information contained therein. Capitalized terms used but not defined
herein have the respective meanings ascribed to them in the Registration Statement.

Set forth below in bold are the comments
contained in the Staff’s Comment Letter pertaining to the Registration Statement. Immediately below each of the Staff’s
comments is the Company’s response to that comment. For the convenience of the Staff’s review, each of the numbered
paragraphs below corresponds to the numbered comment in the Staff’s Comment Letter.

The Company is concurrently providing to
the Commission Amendment No. 1 to the Registration Statement, as filed on EDGAR on the date hereof (the “Amendment No.
1”). Captions and page references herein correspond to those set forth in Amendment No. 1. We have enclosed with the
copy of this letter that is being transmitted via overnight courier two copies of Amendment No. 1 in paper format, marked to show
changes from the Registration Statement.

        Anuja A. Majmudar

        Securities and Exchange Commission

        Page 2

Questions and Answers About the Proposals for MUDS Stockholders,
page 8

 1. Please disclose here the estimated voting power of the Seller upon the closing of the initial
business combination. We note your disclosure elsewhere at page 38 that the Seller will have "relative majority" voting
power for the combined entity.

The Company respectfully
advises the Staff that it has revised the disclosure on pages 16-17 of Amendment No. 1 in response to the Staff’s
comment. The Company further respectfully advises the Staff that the disclosure noted by the Staff at page 38 of the
Registration Statement referenced the fact that the Seller’s stockholders, rather than the Seller, will have
 “relative majority” voting power of the combined entity. The Seller will own 29.8% to 33.1% of the combined
entity upon the Closing; however, it will distribute such shares as promptly as practicable to the Seller’s
stockholders following the Closing. The Initial Subscribers will, collectively, own a majority of the combined entity by
virtue of such entities’ (a) ownership of Seller common stock, (b) conversion of Second Lien Notes, (c) exchange of 1.5
Lien Notes and Excess Notes and (d) participation in the private investment; however, the Initial Subscribers do not intend
to act as a “group” as defined in the Exchange Act.

Q: What are the specific proposals on which I am being
asked to vote at the MUDS special meeting?

Proposal No. 7, page 9

 2. We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain stockholder litigation except "any action to enforce any liability or duty
under the Securities Act or the Exchange Act for which federal courts have exclusive jurisdiction." If this provision does
not apply to actions arising under the Securities Act, please ensure that your disclosure and the exclusive forum provision in
your Second Amended and Restated Certificate of Incorporation states this clearly. In this regard, we note that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts, rather than exclusive federal jurisdiction, over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

The Company respectfully advises
the Staff that it has revised (a) the disclosure on pages 9, 42, 76, 92, 312 and 316 of Amendment No. 1 and (b) Section
12.1 of the proposed Second Amended and Restated Certificate of Incorporation in response to the Staff’s comment to clarify
that the Company’s exclusive forum provision does not apply to claims arising under the Securities Act, the Exchange Act
or other federal securities laws and rules and regulations promulgated thereunder for which there is exclusive federal or concurrent
federal and state jurisdiction.

        Anuja A. Majmudar

        Securities and Exchange Commission

        Page 3

Summary Term Sheet, page 25

 3. The value of the aggregate consideration of $537,000 disclosed here and elsewhere appears
inconsistent with your computation of preliminary estimated consideration of $589,435 disclosed on page 171. Please reconcile and
revise your disclosures as appropriate.

The Company respectfully
advises the Staff that it has revised the disclosures on pages 8, 28 and 158 of Amendment No. 1 in response to the
Staff’s comment to provide a consistent and reconcilable estimated value. The Company supplementally advises the Staff
that (a) the gross estimated consideration of approximately $589,435,000 on page 171 of the Registration Statement has been
recalculated to equal approximately $610,812,000 in the preliminary estimated consideration in Note 1 – Basis of
Presentation to the Notes to the Unaudited Pro Forma Condensed Combined Financial Statements on page 175 of Amendment No.
1 and (b) the approximate aggregate consideration of $537,000,000 that the Staff notes was used throughout the rest of the
Registration Statement has been recalculated to equal approximately $613,600,000 in Amendment No. 1. The difference between
$610,812,000 and $613,600,000 is due to the fact that the former assumes in the Unaudited Pro Forma Condensed Combined
Financial Statements that the consummation of the business combination occurred on December 31, 2019 and therefore reflects
the then-current balance of Assumed New Subordinated Notes ($77,212,000), whereas the latter assumes that the consummation of
the business combination would occur on April 30, 2020 and therefore reflects a balance of Assumed New Subordinated Notes
equal to $80,000,000.

 4. Please revise page 28 to include additional details to describe the conflict of interests
related to Mr. Mudrick and Mudrick Capital Management and its affiliated funds. In this regard, please describe the related interests
in and affiliation with the Seller. We note related disclosures on page 98.

The Company respectfully
advises the Staff that it has revised the disclosure on pages 31, 43, 47, 67 and 140 of Amendment No. 1 in response to the
Staff’s comment.

Risks Related to MUDS and the Business Combination

Sponsor, certain members of the MUDS Board and certain of MUDS' officers have interests,

page 61

 5. Please tell us, and revise, as appropriate, to clarify whether Mr. Mudrick participated in
the initial business combination discussions with the Seller. Please also identify the members of your board and management who
will continue to hold positions at the combined entity.

        Anuja A. Majmudar

        Securities and Exchange Commission

        Page 4

The Company respectfully
advises the Staff that it has revised the disclosure on page 67 of Amendment No. 1 in response to the Staff’s comment
to clarify that Mr. Mudrick did not participate in business combination discussions with the Seller and to identify the
members of our board and management who will continue to hold positions at the combined entity. Only Mr. Kirsch is expected
to continue as a member of the board of directors of the combined entity. All current officers of MUDS will resign their
positions as of closing of the business combination.

Background of the Business
Combination, page 96

 6. We note that Mudrick Capital Acquisition Corporation sent written proposals to five potential
targets other than Hycroft Mining Corporation. Please expand the discussion to describe how the consideration of these target businesses
progressed during the period when Mudrick was considering the transaction with Hycroft and disclose the reasons why these alternative
targets were not ultimately pursued.

The Company respectfully advises
the Staff that it has revised the disclosure on page 104 of Amendment No. 1 in response to the Staff’s comment.

 7. We note that in the middle of June 2019, Hycroft Mining Corporation began to explore alternative
transactions. We further note that Hycroft received proposals from potential investors identified as "X" and "Y."
Please describe in greater detail the material attributes of these alternative equity investments, how the consideration of these
opportunities progressed and why each particular opportunity was not pursued.

The Company respectfully
advises the Staff that additional detailed disclosure regarding the material attributes of the alternative investments explored
by the Hycroft board of directors with potential investors X and Y, together with the reasons that discussions were terminated
and such investments were not effectuated, has been included in the Background of the Business Combination on pages 110
and 111 of Amendment No. 1.

Summary of Greenhill's Financial Analysis Selected Comparable
Company Analysis, page 122

 8. We note that Greenhill derived an implied enterprise value range of $53.0 million to $717.0
million based on the low and high implied enterprise values for the Seller. Please disclose the relative size and attributes of
the companies selected for the comparable company analysis.

        Anuja A. Majmudar

        Securities and Exchange Commission

        Page 5

As discussed with the Staff,
the Company respectfully advises the Staff that it has revised the disclosure on page 130 of Amendment No. 1 under Summary
of Greenhill’s Financial Analysis – Selected Comparable Company Analysis to indicate that Greenhill selected the
comparable companies irrespective of their relative size in terms of enterprise value. Further, the Company respectfully advises
the Staff that it has revised the disclosure on page 130 of Amendment No. 1 to provide greater affirmative specificity of the
attributes used by Greenhill and provided to Hycroft for the companies selected for the comparable company analysis conducted by
Greenhill.

The Business Combination, page 127

 9. We are unable to locate the financial model included as Table 10-6 in the Hycroft Technical
report as referenced on page 127 of your filing. Please advise.

The Company respectfully
advises the Staff that a typographical error on page 127 has been corrected on page 135 of Amendment No. 1 to properly refer
to Table 19-6 in the Hycroft Technical Report where the financial model is included.

The Business Combination

Sources and Uses for the Business Combination, page 134

 10. Please disclose the intended uses of the "Remaining Cash" that will remain on the
books of HYMC as a result of the business combination.

The Company respectfully advises
the Staff that it has revised the disclosure in footnote (4) to the tables on pages 141 and 142 of Amendment No. 1 in response
to the Staff’s comment.

The Purchase Agreement and Related Agreements

Amended and Restated Registration Rights Agreement, page
159

 11. When available, please revise to disclose the approximate number of Class A shares of HYMC
common stock which you will be required to register pursuant to the Amended and Restated Registration Rights Agreement. We note
your description of "Registrable Security" in Annex D.

The Company respectfully advises
the Staff that it has revised the disclosure on pages 37, 73, 83, 166, 289, 300 of Amendment No. 1 in response
to the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial Information

Pro Forma Condensed Combined Balance Sheet, page 165

        Anuja A. Majmudar

        Securities and Exchange Commission

        Page 6

 12. We note your disclosure on page 36 and elsewhere that 3,584,615 shares of MUDS Class B common
stock will be surrendered. Please show us how this transaction is reflected in your pro forma balance sheet and in the computation
of pro forma shares on page 176. Revise your disclosures as appropriate.

The Company respectfully advises
the Staff that it has amended the pro forma condensed combined balance sheet to provide additional narrative disclosure on the
surrendered shares in Note 2 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of December
31, 2019 in paragraph (d) and to provide tabular disclosure in Note 4 – Pro Forma Per Share Loss. The surrendered
shares are presented in the pro forma condensed combined balance sheet with the adjustments that relate to the Sponsor, as the
Sponsor is the party surrendering the MUDS Class B common stock. The surrendered shares do not change the amount of cash proceeds
(i.e., $25.0 million) received from the Sponsor or the amount recorded to additional paid-in capital. Rather, the surrendered
shares are treated as an allocation of a fixed number of shares of MUDS Class A common stock based on (i) the amount of funds raised
in the private investment other than from (x) the Backstop/Subscription Agreements and (y) the incremental equity investment minimum
and (ii) cash remaining in the Trust after all redemptions have been satisfied.

Note 1. Basis of Presentation

Accounting for the Business Combination, page 169

 13. You state that the Business Combination will be accounted for as a reverse recapitalization
with Hycroft Mining Corporation ("Seller") treated as the accounting acquirer and Mudrick Capital Acquisition Corporation
("MUDS") treated as the acquired company. Please tell us why you believe that Hycroft is the accounting acquirer as it
appears from the disclosures on page 176 that Seller's common stockholders (excluding Lien Noteholders) will own approximately
less than 1% of the equity interest in the combined entity. Please provide us a comprehensive analysis of the factors considered
pursuant to ASC 805-10-55-11 through 55-15 to support your conclusion and clarify your disclosures. In this regard, please disclose
how you considered the composition of the board of directors upon the consummation of business combination and which party has
the ability to elect or appoint or to remove a majority of the board of directors of the combined entity.

The Company respectfully
advises the Staff that when determining the ownership of the Seller’s common stockholders, all of the components of the
transaction consideration are incorporated, including (i) the exchange of the Excess Notes and the 1.5 Lien Notes for shares
of MUDS Class A common stock, both of which increase the number of shares of MUDS Class A common stock that are ultimately
received and held at closing by Seller’s current common stockholders as all holders of Excess Notes and 1.5 Lien Notes
are also currently holders of Seller’s common stock; (ii) the conversion of the Second Lien Notes immediately prior to
the business combination into shares of Seller common stock, which will substantially increase the number of shares of Seller
common stock issued and outstanding prior to the business combination; and (iii) the shares of MUDS Class A common stock
effectively surrendered to Seller (e.g., a portion of Sponsor’s promote consideration) for distribution to
Seller’s common stockholders. In particular, the conversion of the Second Lien Notes in accordance with their terms
will result i