Nova Minerals Ltd ADR美股招股说明书(2025-07-15版)

1,200,000American Depositary Shares Representing 72,000,000 Ordinary Shares Nova Minerals Limited We are offering 1,200,000American Depositary Shares, or ADSs, in the United States, representing 72,000,000 ordinary shares of Nova MineralsLimited (“Nova Minerals,” “Nova,” “we,” “us,” “our,” or the “Company”) in a firm commitment public offering at the public offering price of US$9.25per ADS. Each ADS represents 60 ordinary shares, no par value, deposited with The Bank of New York Mellon, as depositary. The ADSs are listed on The Nasdaq Capital Market (the “Nasdaq”) under the symbol “NVA.” The ADSs and the ordinary shares underlying the ADSs are being offered under this prospectus. We refer to the foregoing collectively, as the securities.See “Description of Share Capital” and “Description of American Depositary Shares” for more information. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 18 of this prospectus for a discussion ofinformation that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)We refer you to “Underwriting” beginning on page132for additional information regarding underwriters’ compensation. We have granted a 45-day option to the representative of the underwriters to purchase up to 120,000 additional ADSs representing 7,200,000 ordinaryshares solely to cover over-allotments, if any. The underwriters expect to deliver the ADSs to purchasers on or about July 16, 2025. ThinkEquity The date of this prospectus is July 14, 2025 TABLE OF CONTENTS PageProspectus Summary1Risk Factors18Special Note Regarding Forward-Looking Statements39Use of Proceeds40Dividend Policy40Capitalization and Indebtedness41Dilution43Selected Consolidated Financial Data45Management’s Discussion and Analysis of Financial Condition and Results of Operations46Corporate History and Structure57Business58Management82Principal Shareholders92Related Party Transactions93Description of Share Capital94Description of American Depositary Shares117Shares Eligible for Future Sale124Material United States Income Tax and Australian Income Tax Considerations125Enforceability of Civil Liabilities131Underwriting132Expenses Related to this Offering139Legal Matters139Experts139Where You Can Find More Information140Financial StatementsF-1 You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered ormade available to you. Neither we, nor the underwriters have authorized anyone to provide you with different information. The information inthis prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writingprospectus, as the case may be, or any sale of ordinary shares. For investors outside the United States:Neither we, nor the underwriters have done anything that would permit this offering or possession ordistribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the UnitedStates who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinaryshares and the distribution of this prospectus outside the United States. This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studiesconducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has beenobtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe theseindustry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information. Notes on Prospectus Presentation Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in varioustables may not be arithmetic aggregations of the figures that precede them. Certain market data and other statistical information contained in thisprospectus are based on information from independent industry organizations, publications, surveys and forecasts. Some market data and statisticalinformation contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review andinterpretation of the independent sources listed above and our internal research. While we believe such information is reliable, we have notindependently verified any third-party information and our internal data has not