SecProbe.io

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 Hycroft
Mining Holding Corporation
 4300 Water Canyon Road, Unit 1

 Winnemucca,
Nevada 89445

 January
8, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Mr. Michael Purcell

 Re:
 Hycroft Mining Holding Corporation

 Registration
 Statement on Form S-3

 (File
 No. 333-292470)

 Acceleration
 Request

 Requested
Date:  January 12, 2026

 Requested
Time: 4:00 PM Eastern Time

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ")
hereby requests that the U.S. Securities and Exchange Commission (the " Commission ") take appropriate action
to cause the Registration Statement on Form S-3 (File No. 333-292470) (the " Registration Statement ") to become
effective on Monday, January 12, 2026 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant
may orally request via telephone call to the staff of the Commission (the " Staff "). The Registrant hereby authorizes
Craig D. Linder, Esq. of Anthony, Linder & Cacomanolis, PLLC, counsel to the Registrant, to make such request on its behalf.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Craig D. Linder, Esq. of Anthony, Linder
& Cacomanolis, PLLC, counsel to the Registrant, at (561) 514-0936.

 Very
 truly yours,

 Hycroft
 Mining Holding Corporation

 By:
 /s/
 Stanton Rideout

 Stanton
 Rideout

 Executive
 Vice President and Chief Financial Officer

 cc:
 Craig
 D. Linder, Esq., Anthony, Linder & Cacomanolis, PLLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 8, 2026

Diane R. Garrett
President and Chief Executive Officer
Hycroft Mining Holding Corporation
4300 Water Canyon Road, Unit 1
Winnemucca, NV 89445

 Re: Hycroft Mining Holding Corporation
 Registration Statement on Form S-3
 Filed December 29, 2025
 File No. 333-292470
Dear Diane R. Garrett:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Michael Purcell at 202-551-5351 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Craig D. Linder
</TEXT>
</DOCUMENT>

CORRESP
1
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Hycroft
Mining Holding Corporation

4300 Water Canyon Road, Unit 1

Winnemucca,
Nevada 89445

May
29, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Mr. Michael Purcell

    Re:
    Hycroft
    Mining Holding Corporation

Registration
Statement on Form S-3

(File
No. 333-279292)

Acceleration
Request

Requested
Date:  May 31, 2024

Requested
Time: 4:00 PM Eastern Daylight Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”)
hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action
to cause the Registration Statement on Form S-3 (File No. 333-279292) (the “Registration Statement”) to become
effective on May 31, 2024 at 4:00 p.m. Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant
may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes
Craig D. Linder, Esq. of Anthony, Linder & Cacomanolis, PLLC, counsel to the Registrant, to make such request on its behalf.

Once
the Registration Statement has been declared effective, please orally confirm that event with Craig D. Linder, Esq. of Anthony, Linder
& Cacomanolis, PLLC, counsel to the Registrant, at (561) 514-0936.

    Very
    truly yours,

    Hycroft
    Mining Holding Corporation

    By:
    /s/
    Stanton Rideout

    Stanton Rideout

    Executive Vice President and Chief Financial Officer

    cc:
    Craig
    D. Linder, Esq., Anthony, Linder & Cacomanolis, PLLC

United States securities and exchange commission logo
May 20, 2024
Diane R. Garrett, Ph.D
President and Chief Executive Officer
Hycroft Mining Holding Corporation
4300 Water Canyon Road, Unit 1
Winnemucca, NV 89445
Re:Hycroft Mining Holding Corporation
Registration Statement on Form S-3
Filed May 10, 2024
File No. 333-279292
Dear Diane R. Garrett:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Craig D. Linder

CORRESP
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Document

Hycroft Mining Holding Corporation

4300 Water Canyon Road, Unit 1

Winnemucca, NV 89445

May 31, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Timothy S. Levenberg

Re:  Hycroft Mining Holding Corporation

Registration Statement on Form S-1

File No. 333-264293

Dear Mr. Levenberg:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Hycroft Mining Holding Corporation respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on June 2, 2022, or as soon thereafter as practicable.

Please call David S. Stone of Neal, Gerber & Eisenberg LLP at (312) 269-8411 to provide notice of the effectiveness of the Registration Statement.

Very truly yours,

HYCROFT MINING HOLDING CORPORATION

By: /s/ Diane R. Garrett

Name: Diane R. Garrett

Title: President and Chief Executive Officer

cc: David S. Stone

Neal, Gerber & Eisenberg LLP

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    May 17, 2022

    David S. Stone

    Attorney at Law

    Tel 312.269.8411

    Fax 312.578.1796

    dstone@nge.com

VIA EDGAR

Timothy S. Levenberg

Special Counsel

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities & Exchange Commission

Washington, D.C. 20549-3561

 Re: Hycroft Mining Holding Corporation

Registration Statement on Form S-1

Filed April 14, 2022, File No. 333-264293

Dear Mr. Levenberg:

On behalf of Hycroft
Mining Holding Corporation (the “Company”), please find a response to the verbal comment of the staff of the
Securities and Exchange Commission (the “Staff”) issued on May 9, 2022 (the “SEC Staff
Comment”) with regard to the Registration Statement on Form S-1 (File No. 333-264293) filed by the Company on April 14,
2022 (the “Registration Statement”). The responses are based on information provided to us by the Company.
Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.

Set forth below in bold is
the SEC Staff Comment pertaining to the Registration Statement. Immediately below the SEC Staff Comment is the Company’s response
to that comment.

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”). Amendment No. 1 also includes other changes that are intended to update and clarify the
information contained therein. Captions and page references herein correspond to those set forth in Amendment No. 1.

Explanatory Note, page
ii

We note the disclosure
that “[t]he Registrant is not currently eligible to use the Combined Registration Statement as a result of its failure to timely
file a Form 8-K.”  However, you also state that “[i]f any securities previously registered under Combined Registration
Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities
so sold will not be included in the prospectus hereunder.”  Please reconcile your disclosures and tell us whether you have
continued to use the Combined Registration Statement on Form S-3.  It appears that you are no longer eligible to use Form S-3.”

Timothy S. Levenberg

U.S. Securities & Exchange Commission

May 17, 2022

Page 2

In response to the Staff’s
comment, we have revised the disclosure under Explanatory Note on page ii to (i) expressly state that the Registrant is not eligible to
use the Combined Registration Statement on Form S-3 and that such Combined Registration Statement has not been used since the filing on
March 31, 2022 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021; (ii) clarify that no securities
have been issued or sold pursuant to the Combined Registration Statement after March 31, 2022 and that previously registered securities
sold prior to March 31, 2022 or sold pursuant to the exemption provided by Rule 144 will not be included in the Registration Statement;
(iii) clarify that the Registration Statement will serve as a post-effective amendment to the Combined Registration Statement and other
previous and specified registration statements pursuant to Rule 429; and (iv) rename the heading to “Explanatory Note and Statement
Pursuant to Rule 429”. We also note that corresponding changes were made to Exhibit 107 with respect to the Registrant’s reliance
on Rule 429.

Should any questions arise
in connection with the filing or this response letter, please contact the undersigned at 312-269-8411.

    Very truly yours,

    David S. Stone

    Neal, Gerber & Eisenberg, LLP

 cc: Diane R. Garrett, Ph.D.,

 	President and Chief Executive Officer

United States securities and exchange commission logo
July 8, 2021
Diane R. Garrett, Ph.D.
President and Chief Executive Officer
Hycroft Mining Holding Corporation
8181 E. Tufts Ave., Suite 510
Denver, Colorado 80237
Re:Hycroft Mining Holding Corporation
Registration Statement on Form S-3
Filed June 30, 2021
File No. 333-257565
Dear Dr. Garrett:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David S. Stone, Esq.

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Hycroft Mining Holding Corporation

8181 E. Tufts Ave., Suite 510

Denver, Colorado 80237

July 8, 2021

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Irene Barberena-Meisner

 Re: Hycroft Mining Holding Corporation

Registration
Statement on Form S-3

File No. 333-257657

Dear Ms. Barberena-Meisner:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Hycroft Mining Holding Corporation respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 3:00 p.m. Washington D.C. time on July 13, 2021, or as soon thereafter as practicable.

Please
call David S. Stone of Neal, Gerber & Eisenberg LLP at (312) 269-8411 to provide notice of the effectiveness of the Registration
Statement.

    Very truly yours,

    HYCROFT MINING HOLDING CORPORATION

    By:

    /s/ Diane R. Garrett

    Name:
    Diane R. Garrett

    Title:
    President and Chief Executive Officer

 cc: David S. Stone

Neal,
Gerber & Eisenberg LLP

CORRESP
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Hycroft Mining Holding Corporation

8181 E. Tufts Ave., Suite 510

Denver, Colorado 80237

July 8, 2021

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Timothy S. Levenberg

 Re: Hycroft Mining Holding Corporation

Registration
Statement on Form S-3

File No. 333-257565

Dear Mr. Levenberg:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Hycroft Mining Holding Corporation respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 3:00 p.m. Washington D.C. time on July 13, 2021, or as soon thereafter as practicable.

Please
call David S. Stone of Neal, Gerber & Eisenberg LLP at (312) 269-8411 to provide notice of the effectiveness of the Registration
Statement.

    Very truly yours,

    HYCROFT MINING HOLDING CORPORATION

    By:

    /s/ Diane R. Garrett

    Name:
    Diane R. Garrett

    Title:
    President and Chief Executive Officer

 cc: David S. Stone

Neal,
Gerber & Eisenberg LLP

CORRESP
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    September 29, 2020
    David S. Stone

    Attorney at Law

    Tel 312.269.8411

    Fax 312.578.1796

    dstone@nge.com

VIA EMAIL

United States Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Timothy S. Levenberg

 Re: Hycroft Mining Holding Corporation

    Registration
Statement on Form S-1 (“S-1”)

    File No. 333-248516

Dear
Mr. Levenberg:

Per your request,
attached please find a marked copy of Amendment No. 2 to the S-1 showing changes from Amendment No. 1. Please feel free to call
me at (312) 269-8411 if you would like to discuss.

        Very truly yours,

        /s/ David S. Stone

        David S. Stone

 DSS:jhv

CORRESP
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BMO Capital Markets Corp.

3 Times Square

New York, New York 10036

Stifel, Nicolaus & Company, Incorporated

One South Street

Baltimore, Maryland 21202

Canaccord Genuity LLC

99
High Street, Suite 1200,

Boston, Massachusetts
02110

September 29, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Timothy S. Levenberg

 Re: Hycroft Mining Holding Corporation

Registration Statement on Form S-1

File No. 333-248516

Dear Mr. Levenberg:

In accordance with Rule 461 under the Securities Act of 1933,
as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Hycroft
Mining Holding Corporation (the “Company”) for acceleration of the effective date of the above-named Registration
Statement so that it becomes effective at 4:00 PM Washington D.C. time on October 1, 2020, or as soon thereafter as practicable,
or at such other time thereafter as the Company or its outside counsel, Neal, Gerber & Eisenberg LLP, may request by telephone
that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of
the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to
be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise that they have complied and will continue
to comply, and each underwriter has advised the undersigned that it has complied and will continue to comply, with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

BMO Capital Markets Corp.

Stifel, Nicolaus & Company, Incorporated

Canaccord Genuity LLC

As representatives of the several underwriters named in Schedule
I to the Underwriting Agreement

BMO CAPITAL MARKETS CORP.

    By:
          /s/
    Philip Capen

    Name:  Philip Capen

    Title:  Director,
        Equity Capital Markets

STIFEL, NICOLAUS &
COMPANY, INCORPORATED

    By:
          /s/ Lewis Chia

    Name: Lewis Chia

        Title:  Managing Director

CANACCORD GENUITY LLC

    By:
         /s/ Jennifer Pardi

    Name: Jennifer Pardi

        Title:  Managing Director

[Signature Page to Underwriters’
Acceleration Request]

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Hycroft Mining Holding Corporation

8181 E Tufts Ave, Suite 510

Denver, CO 80237

September 29, 2020

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Timothy
S. Levenberg

    Re:
    Hycroft Mining Holding Corporation

Registration
Statement on Form S-1

File No. 333-248516

Dear
Mr. Levenberg:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Hycroft Mining Holding Corporation
respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it
to become effective at 4:00 p.m. Washington D.C. time on October 1, 2020, or as soon thereafter as practicable.

Please
call David S. Stone of Neal, Gerber & Eisenberg LLP at (312) 269-8411 to provide notice of the effectiveness of the
Registration Statement.

    Very truly yours,

    HYCROFT MINING HOLDING CORPORATION

    By:

        /s/
Diane R. Garrett

    Name:

    Diane R. Garrett

    Title:

    President and Chief Executive Officer

    cc:
    David S. Stone

Neal,
Gerber & Eisenberg LLP

United States securities and exchange commission logo
September 8, 2020
Jeffrey Stieber
Vice President and Interim Chief Financial Officer
Hycroft Mining Holding Corporation
8181 E. Tufts Ave., Suite 510
Denver, Colorado 80237
Re:Hycroft Mining Holding Corporation
Registration Statement on Form S-1
Filed September 1, 2020
File No. 333-248516
Dear Mr. Stieber:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David S. Stone, Esq.

CORRESP
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VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: J. Elizabeth
Packebusch

 Re: Hycroft Mining Holding Corporation

Registration
Statement on Form S-1

Filed
July 13, 2020

File No. 333-239840

Dear Ms. Packebusch:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Hycroft Mining Holding Corporation
respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it
to become effective at 3:00 p.m. Washington D.C. time on July 22, 2020, or as soon thereafter as practicable.

Please
call David S. Stone of Neal, Gerber & Eisenberg LLP at (312) 269-8411 to provide notice of the effectiveness of the
Registration Statement.

    Very truly yours,

    HYCROFT MINING HOLDING CORPORATION

    By:
    /s/ Stephen M. Jones

    Name:
    Stephen M. Jones

    Title:
    President and Chief Executive Officer

 cc: David S. Stone

Neal,
Gerber & Eisenberg LLP

United States securities and exchange commission logo
July 20, 2020
Stephen M. Jones
Interim President and CEO
Hycroft Mining Holding Corporation
8181 E. Tufts Ave., Suite 510
Denver, CO 80237
Re:Hycroft Mining Holding Corporation
Registration Statement on Form S-1
Filed July 13, 2020
File No. 333-239840
Dear Mr. Jones:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David S. Stone

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VIA EDGAR

    May 5, 2020

Mudrick Capital Acquisition Corporation

527 Madison Avenue

6th Floor

New York, NY 10022

(646) 747-9500

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

                                                                      Amendment No. 3 to Registration Statement on Form S-4

                                                                      Filed May 5, 2020

                                                                      File No. 333-236460

Dear Ms. Majmudar:

Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended (the “Securities Act”), Mudrick Capital Acquisition Corporation (the “Registrant”)
hereby requests that the effectiveness of the Registration Statement on Form S-4 (File No. 333-236460) filed by the Registrant
on February 14, 2020, as amended by Amendment No. 1 filed on April 7, 2020, Amendment No. 2 filed on April 24, 2020 and Amendment
No. 3 filed on May 5, 2020 (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange
Commission (the “Commission”) to 12:01 p.m., Eastern time, on May 7, 2020, or as soon as reasonably practicable
thereafter.

The Registrant hereby acknowledges the following:

1.       should
the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

2.       the
action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

3.       the
Registrant may not assert the comments of the staff of the Commission and the declaration of effectiveness of the Registration
Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

The Registrant hereby confirms that it is
aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the
proposed public offering of the securities specified in the Registration Statement.

If you have any questions, please feel free
to contact Jaclyn L. Cohen (jackie.cohen@weil.com / telephone: 212.310.8891) of Weil, Gotshal & Manges LLP. In addition,
please notify Ms. Cohen when this request for acceleration has been granted.

[Remainder of Page
Intentionally Left Blank]

    2

    Very truly yours,

    Mudrick Capital Acquisition Corporation

    By:
     /s/ Jason Mudrick

    Name: Jason Mudrick

    Title: Chief Executive Officer

 cc: Jaclyn L. Cohen

Weil, Gotshal & Manges LLP

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767 Fifth Avenue
 New York, NY 10153-0119
 +1 212 310 8000 tel
 +1 212 310 8007 fax

    April 24, 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

Amendment No. 1 to Registration Statement on Form S-4 Filed

April 7, 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 April 16, 2020 (“Comment Letter
2”) with regard to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-236460) filed by the Company
on April 7, 2020 (“Amendment No. 1”). The responses are based on information provided to us by the Company.
Amendment No. 2 (as defined below) 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 Amendment No. 1.

Set forth below in bold are the comments
contained in Comment Letter 2 pertaining to Amendment No. 1. 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 Comment Letter 2.

The Company is concurrently providing to
the Commission Amendment No. 2 to the Registration Statement, as filed on EDGAR on the date hereof (the “Amendment No.
2”). Captions and page references herein correspond to those set forth in Amendment No. 2. We have enclosed with the
copy of this letter that is being transmitted via overnight courier two copies of Amendment No. 2 in paper format, marked to show
changes from Amendment No. 1.

    Anuja A. Majmudar

Securities and Exchange Commission

Page 2

Material Tax Considerations

MUDS Material U.S. Federal Income Tax Considerations,
page 144

 1. We note that the tax opinion filed as Exhibit 8.1 is a short-form tax opinion. Please revise
the tax disclosure in your registration statement to clearly identify and articulate the opinion being rendered and state clearly
that it is the opinion of the named counsel. For guidance, refer to Section III.B.2 of Staff Legal Bulletin No. 19.

The Company respectfully advises
the Staff that it has revised the disclosure on page 145 of Amendment No. 2 in response to the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial Information

Notes to the Unaudited Pro Forma Condensed Combined Financial
Statements

Note 1. Basis of Presentation

Accounting for the Business Combination, page 175

 2. We note your response to comment 13 that pursuant to the purchase agreement the combined
entity is expected to have seven directors on the Board. You also disclose that the expectation that current directors of seller
will comprise a majority of the HYMC board of directors following the business combination. Please clarify and revise your disclosures
as necessary. In addition, please tell us and disclose the expected number of directors that Seller’s Stockholders (excluding
Sponsor and Mudrick Capital Management L.P. and affiliated fund entities) will be able to elect or appoint to the board of directors
of the combined entity under both scenarios disclosed on page 16 and 17.

The Company respectfully advises
the Staff that it has revised the disclosure on pages 43, 144 and 176 of Amendment No. 2 in response to the Staff’s
comment to clarify that four of the seven director nominees to the HYMC Board are current directors of Seller. The Company advises
the Staff that no agreement with respect to future board composition exists among the Seller stockholders and/or the Company.

Information about Seller and the Hycroft Business,
page 205

 3. We note your response to comments 21 and 22. Please revise to include the metallurgical recovery
factor(s) for your mineral resources and mineral reserves.

The Company respectfully advises
the Staff that it has revised the disclosure on page  224 of Amendment No. 2 in response to the Staff’s comment to (a)
specifically indicate that metallurgical recovery factors used to determine proven and probable reserves are variable based upon
the domain and processing method applied and (b) provide a specific cross reference to the detailed domain specific metallurgical
recoveries used to estimate proven and probable mineral reserves that are set forth in Table 12-3 in Section 12 of the Hycroft
Technical Report, including Au and Ag recoveries by domain for ROM Heap Leach Recovery, ¾” Crushed Heap Leach Recovery,
and ½” Crushed Heap Leach Recovery.

    Anuja A. Majmudar

Securities and Exchange Commission

Page 3

Similarly, the Company respectfully
advises the Staff that it has revised the disclosure on page 228 of Amendment No. 2 in response to the Staff’s comment
to (a) specifically indicate that metallurgical recovery factors used to determine measured, indicated and inferred mineral resources
are variable based upon the domain and processing method applied and (b) provide a specific cross-reference to the detailed domain
specific metallurgical recoveries used to estimate measured, indicated or inferred mineral resources that are set forth in Table
11-21 in Section 11 of the Hycroft Technical Report, including Au and Ag recoveries by domain for ROM Heap Leach Recovery, ¾”
Crushed Heap Leach Recovery, and ½” Crushed Heap Leach Recovery.

Exhibit 96.1, page II-8

 4. We note your response to comment 30. We are unable to locate the degree of uncertainty column
in Table 11-11. Please advise.

The Company respectfully advises
the Staff that the “degree of uncertainty” columns are contained in new Table 11-20 entitled “Sources and Degree
of Uncertainty” to be added to the Hycroft Technical Report. A copy of this new table was included as Attachment 1 to the
Company’s letter, dated April 7, 2020 (“Response Letter 1”), responding to the comments contained in the
Staff’s letter, dated March 12, 2020, but was misidentified as Table 11-11.

 5. We note your response to comment 32. Please provide disclosure in the amended exhibit similar
to the language in your response regarding your assessment of processing and recovery methods to address Item 601(b)(96)(iii)(B)(14)(iv).

The Company respectfully advises
the Staff that the disclosure substantially similar to the response provided by the Company in Response Letter 1 regarding Hycroft’s
assessment of processing and recovery methods as of the date of issuance of the Hycroft Technical Report to address Item 601(b)(96)(iii)(B)(iv)
of Regulation S-K has been inserted into the Hycroft Technical Report under Section 14.1 on page 186 of the Hycroft Technical Report.

    Anuja A. Majmudar

Securities and Exchange Commission

Page 4

Should any questions arise in connection
with the filing or this response letter, please contact the undersigned at 212-310-8891.

    Sincerely yours,

    /s/ Jaclyn L. Cohen

    Jaclyn L. Cohen

    Weil, Gotshal & Manges LLP

 cc: Jason Mudrick

Chief Executive Officer

Mudrick Capital Acquisition Corporation

John O’Callaghan

Assistant Secretary

Mudrick Capital Acquisition Corporation

David S. Stone

Neal, Gerber & Eisenberg LLP

April 16, 2020
Jason Mudrick
Chief Executive Officer
Mudrick Capital Acquisition Corporation
527 Madison Avenue, 6th Floor
New York, NY 10022
Re:Mudrick Capital Acquisition Corporation
Amendment No. 1 to Registration Statement on Form S-4
Filed April 7, 2020
File No. 333-236460
Dear Mr. Mudrick:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 12, 2020 letter.
Amendment No. 1 to Form S-4 Filed April 7, 2020
Material Tax Considerations
MUDS Material U.S. Federal Income Tax Considerations, page 144
1.We note that the tax opinion filed as Exhibit 8.1 is a short-form tax opinion.  Please revise
the tax disclosure in your registration statement to clearly identify and articulate the
opinion being rendered and state clearly that it is the opinion of the named counsel.  For
guidance, refer to Section III.B.2 of Staff Legal Bulletin No. 19.

 FirstName LastNameJason Mudrick
 Comapany NameMudrick Capital Acquisition Corporation
 April 16, 2020 Page 2
 FirstName LastName
Jason Mudrick
Mudrick Capital Acquisition Corporation
April 16, 2020
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 1. Basis of Presentation
Accounting for the Business Combination, page 175
2.We note your response to comment 13 that pursuant to the purchase agreement the
combined entity is expected to have seven directors on the Board.  You also disclose that
the expectation that current directors of seller will comprise a majority of the HYMC
board of directors following the business combination.  Please clarify and revise your
disclosures as necessary.  In addition, please tell us and disclose the expected number of
directors that Seller’s Stockholders (excluding Sponsor and Mudrick Capital Management
L.P. and affiliated fund entities) will be able to elect or appoint to the board of directors of
the combined entity under both scenarios disclosed on page 16 and 17.
Information about Seller and the Hycroft Business, page 205
3.We note your response to comments 21 and 22.  Please revise to include the metallurgical
recovery factor(s) for your mineral resources and mineral reserves.
Exhibit 96.1, page II-8
4.We note your response to comment 30.  We are unable to locate the degree of uncertainty
column in Table 11-11.  Please advise.
5.We note your response to comment 32.  Please provide disclosure in the amended exhibit
similar to the language in your response regarding your assessment of processing and
recovery methods to address Item 601(b)(96)(iii)(B)(14)(iv).
            For questions regarding comments on engineering matters, you may contact John
Coleman, Mine Engineer, at (202) 551-3610. You may contact Joanna Lam, Staff Accountant, at
(202) 551-3476 or Raj Rajan, Staff Accountant, at (202) 551-3388 if you have questions
regarding comments on the financial statements and related matters. Please contact Anuja A.
Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her absence, Loan Lauren Nguyen, Legal
Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jackie Cohen

CORRESP
1
filename1.htm

    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

March 12, 2020
Jason Mudrick
Chief Executive Officer
Mudrick Capital Acquisition Corporation
527 Madison Avenue, 6th Floor
New York, NY 10022
Re:Mudrick Capital Acquisition Corporation
Registration Statement on Form S-4
Filed February 14, 2020
File No. 333-236460
Dear Mr. Mudrick:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 Filed February 14, 2020
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.
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

 FirstName LastNameJason Mudrick
 Comapany NameMudrick Capital Acquisition Corporation
 March 12, 2020 Page 2
 FirstName LastNameJason Mudrick
Mudrick Capital Acquisition Corporation
March 12, 2020
Page 2
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.
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.

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.
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.
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.
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.

 FirstName LastNameJason Mudrick
 Comapany NameMudrick Capital Acquisition Corporation
 March 12, 2020 Page 3
 FirstName LastNameJason Mudrick
Mudrick Capital Acquisition Corporation
March 12, 2020
Page 3

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.
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 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 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.
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Condensed Combined Balance Sheet, page 165
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.
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

 FirstName LastNameJason Mudrick
 Comapany NameMudrick Capital Acquisition Corporation
 March 12, 2020 Page 4
 FirstName LastNameJason Mudrick
Mudrick Capital Acquisition Corporation
March 12, 2020
Page 4
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.
14.It appears that retained earnings of Mudrick Capital is carried over in the pro forma
combined balance sheet. Considering your disclosure that Mudrick has been treated as the
acquired company, explain to us how this is appropriate and revise as necessary.
Notes to the Unaudited pro Forma Condensed Combined Financial Statements
2. Adjustment to the Unaudited Pro Forma Condensed Combined Balance Sheet as of September
30, 2019, page 172
15.Please disclose the number of shares issued, canceled or redeemed for each of the equity
transaction disclosed here and reconcile such transactions and share computations to the
disclosures in table of estimated pro forma shares on page 176.
16.Please explain in detail stockholder’s equity adjustment 2(c)(4) and show the computation
of MUDS Class A common stock that are distributed to existing owners of Seller common
stock.
17.Please explain to us the basis for the adjustment 2(g)(4) relating to reduction of $25.7
million of 2.0 Lien notes and clarify the disclosures.
4. Adjustments to the Unaudited Pro Forma Condensed Statement of Operations for the Year
Ended December 31, 2018, page 175
18.Please show us where the effect of the obligations relating to $54.7 million of New
Subordinated notes have been included in adjustment 4(e).
5. Pro Forma Loss Per Share, page 176
19.Please revise to provide the computations of number of shares for each party, disclosing
separately each of the underlying transactions.  In addition, please reconcile the
transactions and share calculations disclosed here to such disclosures on page 27 and 292
and revise as necessary.
Information about Seller and the Hycroft Business, page 197
20.Please revise to disclose the total cost for or book value of the property and its associated
plant and equipment.  See Item 1304(b)(2)(iii) of Regulation S-K.
21.Please revise to disclose the cut-off grade for the mineral resource estimate and the
assumed metallurgical recovery factor.  See Item 1304(d)(1) of Regulation S-K.  In the
case of a variable net smelter return (NSR) cut-off consider including a range of NSR

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March 12, 2020
Page 5
values.
22.Please revise to disclose the cut-off grade, the metallurgical recovery factor, and the point
of reference for the mineral reserve estimate.  See Item 1304(d)(1) of Regulation S-K.  In
the case of a variable net smelter return (NSR) cut-off consider including a range of NSR
values.
23.Please revise to include the information required under Item 1304(f)(1) of Regulation S-K
for first time reporting of reserves and resources including a brief discussion of the
material assumptions and criteria in the disclosure and cite corresponding sections of the
technical report summary.
Seller's Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 238
24.Please expand your discussion to disclose your expected capital expenditures for the year
ended December 31, 2020.  In this regard, we note your disclosure on page 52 that you
expect to incur "considerable" expenditures relating to your new two-stage pre-oxidation
and leach process.  Refer to Item 303(a)(2)(i) of Regulation S-K.
Beneficial Ownership of Securities , page 292
25.Please disclose the natural person or persons who directly or indirectly exercise sole or
shared voting or investment control over the shares that will be held by each of Whitebox
Advisors, Highbridge Capital Management LLC, Aristeia Capital, LLC and Wolverine
Asset Management, LLC.  Refer to Item 403 of Regulation S-K and Exchange Act Rule
13d-3.
Exhibit 96.1, page II-8
26.Please provide the disclosures required by Item 601 paragraphs
(b)(96)(iii)(B)(10)(ii) and (b)(96)(iii)(B)(10)(v) of Regulation S-K regarding mineral
processing and metallurgical testing.
27.Please define and explain component 1 and component 2 as used in Table 11-7 on page
144 regarding variogram parameters.
28.We are unable to locate the back-up cost assumptions in Section 10 and in Section
14.9.1.1 as referenced on page 158 of your technical report summary.  Please advise.
29.Please disclose the reason for using the selected price with respect to your mineral
resources.  See Item 601(b)(96)(iii)(B)(11)(iii) and Item 1302(d)(2) of Regulation S-K.
30.Please provide the disclosures required by Item 601 paragraphs
(b)(96)(iii)(B)(11)(v) and (b)(96)(iii)(B)(11)(vii) of Regulation S-K regarding mineral
resource estimates.

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 March 12, 2020 Page 6
 FirstName LastName
Jason Mudrick
Mudrick Capital Acquisition Corporation
March 12, 2020
Page 6
31.Please provide the disclosures required by Item 601(b)(96)(iii)(B)(12)(vi) of Regulation
S-K regarding mineral reserve estimates.
32.We note that you plan to leach sulfide ore rather than oxide ore. Please tell us if you
considered Item 601(b)(96)(iii)(B)(14)(iv) of Regulation S-K in your assessment of
processing and recovery methods.
33.Please provide the disclosures required by Item 601(b)(96)(iii)(B)(17)(vi) of Regulation
S-K regarding environmental studies, permitting, and plans negotiations or agreement
with local individuals or groups.
34.Please revise the title of paragraph (25) to "Reliance on Information Provided by the
Registrant" and provide the disclosures required by Item 1302(f)(2) of Regulation S-K.
Additionally, explain the basis for the inclusion of "other experts" in this section.
General
35.Please clarify whether the company will be a "controlled company" under the definition of
the NASDAQ stock exchange following the consummation of the business combination
and provide appropriate disclosure on the prospectus cover page and risk factors to the
extent appropriate.  In this regard, we note your disclosure in the risk factor section on
page 60 indicating that there will be a concentration of ownership following the business
combination.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            For questions regarding comments on engineering matters, you may contact John
Coleman, Mine Engineer, at (202) 551-3610. You may contact Joanna Lam, Staff Accountant, at
(202) 551-3476 or Raj Rajan, Staff Accountant, at (202) 551-3388 if you have questions
regarding comments on the financial statements and related matters.  Please contact Anuja A.
Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her absence, Loan Lauren Nguyen, Legal
Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jackie Cohen

CORRESP
1
filename1.htm

February 5, 2018

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation Finance

Office of Healthcare &
Insurance

100 F Street N.E.

Washington, D.C., 20549

Attention: Suzanne Hayes

Mail Stop 4546

    Re:
    Mudrick Capital Acquisition Corporation

    Registration Statement on Form S-1

    Filed January 16, 2018, as amended

    File No. 333-222562

Dear Ms. Hayes:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, the undersigned, for itself and the several underwriters, hereby join in the request of Mudrick Capital
Acquisition Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it
to become effective at 4:30 p.m. EST on Wednesday, February 7, 2018, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules
and Regulations under the Act, the undersigned advise that as of the date hereof, 211 copies of the Preliminary Prospectus dated
January 26, 2018 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    Very truly yours,

Cantor Fitzgerald &
Co.,

as Representative of the Several Underwriters

    By:
    /s/ Shawn Matthews

    Name:
    Shawn Matthews

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Mudrick Capital Acquisition Corporation

527 Madison Avenue, 6th Floor

New York, NY 10022

February 5, 2018

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation Finance

Office of Healthcare &
Insurance

100 F Street N.E.

Washington, D.C., 20549

Attention: Suzanne Hayes

Mail Stop 4546

    Re:

    Mudrick Capital Acquisition Corporation

    Registration Statement on Form S-1

    Filed January 16, 2018, as amended

    File No. 333-222562

Dear Ms. Hayes:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Mudrick Capital Acquisition Corporation hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. EST on Wednesday, February 7, 2018, or as soon as thereafter
practicable.

    Very truly yours,

    /s/ Jason Mudrick

    Jason Mudrick

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Winston & Strawn LLP

October 31, 2017
Jason Mudrick
Chief Executive Officer
Mudrick Capital Acquisition Corporation
527 Madison Avenue, 6th Floor
New York, NY 10022
Re:Mudrick Capital Acquisition Corporation
Draft Registration Statement on Form S-1
Submitted October 4, 2017
CIK No. 0001718405
Dear Mr. Mudrick:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.Your cover page is overly detailed and difficult to read. Please revise and confirm that
the cover page will be printed in 10-point type or larger.
2.Please clarify that your sponsor is your initial stockholder.
Summary, page 1
3.Please delete the second sentence. The summary should be a complete summary.

 FirstName LastNameJason Mudrick
 Comapany NameMudrick Capital Acquisition Corporation
 June 16, 2017 Page 2
 FirstName LastNameJason Mudrick
Mudrick Capital Acquisition Corporation
October 31, 2017
Page 2
Business Strategy, page 4
4.We note your discussion that post-restructured companies can provide an attractive
investment opportunity. Please balance this discussion with a brief description of any
difficulties or risks associated with investing in distressed companies.
Corporate Information, page 8
5.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on
your behalf, present to potential investors in reliance on Section 5(d) of the Securities
Act, whether or not they retain copies of the communications.
Founder shares, page 13
6.We note your disclosure that the number of founder shares issued to the sponsor
was determined based on the expectation that such founder shares would represent 20%
of the outstanding shares upon completion of this offering and that you assume that
the sponsor does not purchase any units in the offering. Please disclose whether the
sponsor or any officer or director intends to purchase any units in the offering. If so,
please revise your disclosure to disclose such intention and how this might affect the
ownership percentage held by the sponsor, officer or director upon completion of the
offering. Please also disclose that you will effect a stock dividend or share contribution
prior to the offering should the size of the offering change in order to maintain such
ownership percentage.
Summary Financial Data, page 29
7.Your Summary Financial Data table includes an "as adjusted" column which is not
contemplated by Item 3-01 of Regulation S-K.  Further, the calculation of these "as
adjusted" amounts are not easily discernible from your footnote explanations.  Given that
your Capitalization Table already includes "as adjusted" amounts, please consider
removing this column from your Summary Financial Data table.
Risk Factors
In evaluating a prospective target business for our initial business combination..., page 54
8.Please clarify the reasons why the sponsor may fail to fund the purchase price for the
forward purchase securities.  Please also disclose the circumstances under which the
sponsor may terminate the forward purchase contract.

 FirstName LastNameJason Mudrick
 Comapany NameMudrick Capital Acquisition Corporation
 June 16, 2017 Page 3
 FirstName LastName
Jason Mudrick
Mudrick Capital Acquisition Corporation
October 31, 2017
Page 3
            You may contact Bonnie Baynes at (202) 551-4924 or Angela Connell at (202) 551-3426
if you have questions regarding comments on the financial statements and related
matters.  Please contact Chris Edwards at (202) 551-6761 or Erin Jaskot at (202) 551-3442 with
any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Stuart Neuhauser