Namib Minerals美股招股说明书(2025-10-24版)

Namib Minerals Upto 1,750,000OrdinaryShares by the Selling Shareholder This prospectus relates to the offer and sale from time to time by Cohen&Company Securities, LLC (the “Selling Shareholder”) of up to 1,750,000 ordinaryshares, par value $0.0001 per share (the “Ordinary Shares”), of Namib Minerals (the“Company”) that may be issued pursuant to the Promissory Note with a face value of$3.5million (the “Promissory Note”), dated as of September 30, 2025, issued by theCompany to the Selling Shareholder. The Company issued the Promissory Note to theSelling Shareholder in connection with amounts due and payable for previouslyprovided investment banking services. The Ordinary Shares that may be sold by theSelling Shareholder are collectively referred to in this prospectus as the “ResaleShares.” The Selling Shareholder is a registered broker dealer and may be deemed tobe an “underwriter” within the meaning of the Securities Actof 1933, as amended(the “Securities Act”). The Selling Shareholder has informed the Company that itdoes not have any written or oral agreement or understanding, directly or indirectly,with any person to distribute any Ordinary Shares. Pursuant to the terms of the Promissory Note, the Company will pay the SellingShareholder, at its discretion, in either cash or Ordinary Shares with the issueprice of the Ordinary Shares (the “Issue Price”) being calculated as the lesser of(i)95% of the closing price on the Nasdaq Stock Market LLC (“Nasdaq”) of theOrdinary Shares on the Trading Day (as defined herein) immediately preceding theapplicable payment date and (ii)the arithmetic average of the Daily VWAP (asdefined herein) for the five (5)Trading Days ending on the Trading Day immediatelypreceding the applicable payment date. A significant portion of the Ordinary Sharesbeing registered for resale may be acquired by the Selling Shareholder at pricesbelow the current market price of our Ordinary Shares. As a result, investors mayexperience substantial dilution and a decline in the value of the Ordinary Sharesthey purchase from the Selling Shareholder in this offering as a result of futureissuances made by us to the Selling Shareholder in the event the Issue Price atissuance is lower than the price such investors paid for their shares. The actualnumber of Ordinary Shares issuable by us under the Promissory Note will varydepending on the then-current market price of our Ordinary Shares at the times ofissuance. We are registering the resale of the Ordinary Shares covered by this prospectuspursuant to the registration rights that we have granted to the Selling Shareholderin connection with the Promissory Note. We will not receive any proceeds from thesale of the Resale Shares by the Selling Shareholder. We do not know when or in what amount the Selling Shareholder may sell the ResaleShares hereunder following the effective date of the registration statement of whichthis prospectus forms a part. The Resale Shares being offered for resale pursuant tothis prospectus by the Selling Shareholder represent approximately 3.2% of OrdinaryShares outstanding (assuming all such shares are issued). For information onsecurities eligible for future sale, including securities not covered by this resaleprospectus, see the sections entitled “Risk Factors” and “Securities Eligible forFuture Sale” in this prospectus. We will bear all costs, expenses and fees in connection with the registration ofthe resale of the Resale Shares. The Selling Shareholder will bear all commissionsand discounts, if any, attributable to its sales of the Resale Shares. Thisprospectus also covers any additional securities that may become issuable by reasonof share splits, share dividends or similar transactions. Our registration of the securities covered by this prospectus does not mean thatthe Selling Shareholder will offer or sell any Ordinary Shares. The SellingShareholder may offer and sell the securities covered by this prospectus in a numberof different ways and at varying prices. We provide more information about how theSelling Shareholder may sell the shares in the section entitled “Plan ofDistribution.” You should read this prospectus and any prospectus supplement or amendmentcarefully before you invest in the Ordinary Shares. Our Ordinary Shares are listed on the Nasdaq Global Market under the symbol“NAMM,” and our Warrants are listed on the Nasdaq Capital Market under the symbol“NAMMW.” On October2, 2025, the closing trading prices of our Ordinary Shares andWarrants were $3.14 and $0.1323, respectively. Investingin our Ordinary Shares or Warrants involves a high degree ofrisk.Before buying any Ordinary Shares or Warrants you should carefullyreadthe discussion of material risks of investing in such securities in“Risk Factors”beginning on page7of this prospectus. NEITHERTHE U.S.SECURITIESAND EXCHANGE COMMISSION NOR ANY STATESECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES ORDETERMINEDIF THIS PROSPECTUS IS TRUTHF