Namib Minerals美股招股说明书(2025-11-17版)

Upto 87,548,686OrdinarySharesUpto 18,576,712OrdinaryShares Issuable Upon Exercise ofWarrantsUpto 7,212,394 Warrants to Purchase Ordinary Shares This prospectus relates to the offer and sale from time to time by the sellingsecurityholders or their permitted transferees (collectively, the “SellingSecurityholders”) of (i)up to 87,548,686 ordinary shares (the “Resale Shares”),par value $0.0001 per share (the “Ordinary Shares”), of Namib Minerals (the“Company”) issued in connection with the Business Combination (as defined herein), consisting of (a)3,820,000 Ordinary Shares that were issued to Hennessy CapitalPartnersVI LLC (“SPAC Sponsor”) and certain former directors (“Former Red RockDirectors”) of Red Rock Acquisition Corporation, formerly known as Hennessy CapitalInvestment Corp.VI (“Red Rock” or “SPAC”), in exchange for an equal number ofsuch parties’ ClassB common stock, par value $0.0001 per share (“FounderShares”), of Red Rock which were originally acquired by the SPAC Sponsor at a priceof approximately $0.006 per share, 125,000 of such Founder Shares were transferred bythe SPAC Sponsor to the Former Red Rock Directors, (b)46,866,292 Ordinary Sharesthat were issued to certain of the holders (“Former Greenstone Shareholders”) ofordinary shares of Greenstone (as defined herein) as merger consideration followingthe consummation of the Business Combination (as defined below) and which represent aportion of the merger consideration received by such holders with an implicit proforma value of $10.00 per share, (c)28,770,000 Ordinary Shares (the “EarnoutShares”) that may be issued to certain Former Greenstone Shareholders upon theCompany’s achievement of certain operational milestones pursuant to the BusinessCombination Agreement (as defined herein) for no additional consideration,(d)880,000 Ordinary Shares that were issued to Polar Multi-Strategy Master Fund(“Polar”) in a private placement pursuant to the Polar Subscription Agreements (asdefined herein), (e)7,212,394 Ordinary Shares underlying the Sponsor Warrants (asdefined below), and (ii)up to 7,212,394 Sponsor Warrants. We will not receive anyproceeds from the sale of the Resale Shares or the Sponsor Warrants by the SellingSecurityholders pursuant to this prospectus. This prospectus also relates to the issuance by us of up to 18,576,712OrdinaryShares, consisting of (i)up to 7,212,394 Ordinary Shares issuable upon the exerciseof warrants issued on the closing (the “Closing”) of the Business Combination (asdefined herein) to the SPAC Sponsor and the Anchor Investors (as defined herein) (the“Sponsor Warrants”), and (ii)up to 11,364,318 Ordinary Shares issuable upon theexercise of warrants (such warrants, the “Public Warrants” and, together with theSponsor Warrants, the “Warrants”) issued on the Closing. Each Warrant enables theholder to purchase one Ordinary Share at a price of $11.50 per share. The PublicWarrants were issued on the Closing in exchange for warrants that were originallyissued as part of the units sold by Red Rock at a price of $10.00 per unit in itsinitial public offering. The Sponsor Warrants were issued on the Closing in exchangefor warrants that were originally issued by Red Rock in a private placement to theSPAC Sponsor and Anchor Investors (as defined herein) at a price of $1.50 perwarrant. We will receive the proceeds from any exercise of any Warrants for cash. This prospectus also covers any additional securities that may become issuable byreason of share splits, share dividends or similar transactions. We are registeringthe resale or issuance of the securities covered by this prospectus pursuant to theregistration rights that we have granted to certain of our shareholders in connectionwith the Business Combination (as defined herein) and pursuant to the requirements ofthe Warrant Agreement (as defined herein). Table of Contents We do not know when or in what amount the Selling Securityholders may sell theirsecurities hereunder following the effective date of the registration statement ofwhich this prospectus forms a part. The Ordinary Shares being offered for resalepursuant to this prospectus by the Selling Securityholders represent approximately84.7% of Ordinary Shares outstanding (without giving effect to the issuance ofOrdinary Shares upon exercise of outstanding Warrants or the potential issuance ofthe Earnout Shares) and the Warrants being offered for resale represent approximately38.8% of Warrant outstanding. Given the substantial number of Ordinary Shares beingregistered for potential resale by the Selling Securityholders pursuant to thisprospectus, the sale of Ordinary Shares by the Selling Securityholders, or theperception in the market that Selling Securityholders holding a large number ofOrdinary Shares intend to sell shares, could increase the volatility of the marketprice of our Ordinary Shares or result in a significant decline in the public tradingprice of our Ordinary Shares. Even if our trading price is significan