Namib Minerals美股招股说明书(2025-12-09版)

PROSPECTUS FORUp to 87,548,686 Ordinary SharesUp to 18,576,712 Ordinary Shares Issuable Upon Exercise of WarrantsUp to 7,212,394 Warrants to Purchase Ordinary Shares This Prospectus Supplement No. 1 (this “Supplement”) updates and supplements the prospectus dated December 2, 2025 (the“Prospectus”), which forms a part of our Registration Statement on Form F-1 (File No. 333-288328) (as amended, the “RegistrationStatement”), related to (i) the offer and resale from time to time by the Selling Securityholders of up to (a) 87,548,686 Ordinary Shares(including 7,212,394 Ordinary Shares issuable upon the exercise of the Sponsor Warrants), and (b) 7,212,394 Sponsor Warrants, and(ii) the issuance by us of up to 18,576,712 Ordinary Shares upon exercise of the Warrants. Capitalized terms used in this Supplementand not otherwise defined herein have the respective meanings ascribed to them in the Prospectus. The purpose of this Supplement is to update and supplement the information included in the Prospectus with the information containedin our Report on Form 6-K which was submitted to the U.S. Securities and Exchange Commission (the “SEC”) on December 9, 2025and is included immediately following the cover page of this Supplement. This Supplement is not complete without, and may not beutilized except in connection with, the Prospectus, including any supplements and amendments thereto. We may further amend or supplement the Prospectus and information in this Supplement from time to time by filing amendments tothe Registration Statement or other supplements to the Prospectus, as required. You should read the entire Prospectus, this Supplement,any amendments to the Registration Statement, or subsequent supplements to the Prospectus (to the extent information therein is notsuperseded by more up to date information in subsequent supplements or amendments to the Prospectus) carefully before you makeyour investment decision. Our Ordinary Shares are listed on the Nasdaq Global Market under the symbol “NAMM,” and our Warrants are listed on the NasdaqCapital Market under the symbol “NAMMW.” On December 8, 2025, the closing trading prices of our Ordinary Shares and Warrantswere $1.20 and $0.066, respectively. YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ONPAGE 9 OF THE PROSPECTUS. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVEDOR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS, ASSUPPLEMENTED BY THIS SUPPLEMENT, IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE. The date of this Supplement is December 9, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2025 Commission File Number 001-42685 Namib Minerals(Translation of registrant’s name into English) 71 Fort Street, PO Box 500,Grand Cayman, Cayman Islands, KY1-1106(Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F☒Form 40-F☐ INFORMATION CONTAINED IN THIS FORM 6-K REPORT Entry into Amended and Restated Promissory Note As previously disclosed, on September 30, 2025, Namib Minerals (the “Company”) issued a promissory note with a face value of $3.5million (the “Original Note”) to Cohen & Company Securities, LLC (“Cohen”) in connection with outstanding payment obligations toCohen for certain services provided to the Company in connection with the Company’s completed business combination. OnDecember 9, 2025, the Company amended and restated the Original Note (the “Promissory Note”) to limit the number of Companyordinary shares, par value $0.0001 (“Ordinary Shares”), that may be issued to Cohen under the Promissory Note without the approvalof the Company’s shareholders. The terms of the Original Note are otherwise unchanged. Pursuant to the terms of the PromissoryNote, the Company is obligated to make monthly payments in either cash or Ordinary Shares, at the Company’s discretion, for 12months beginning on November 1, 2025. The first 11 monthly payments are to be in an amount equal to $300,000 and the last paymentis to be $200,000. To the extent the Company elects to make payment in Ordinary Shares, the issue price of the Ordinary Shares willbe calculated as the lesser of (i) 95% of the closing price on the Nasdaq Stock Market of the Ordinary Shares on the trading dayimmediately preceding the applicable payment date, and (ii) the arithmetic average of the Daily VWAP (as defined in the PromissoryNote) for the five (5) trading days ending on the trading day immediately preceding the applicable payment date. The Promissory Notealso provides resale registration rights to Cohen for Ordinary Shares issued in accordance with the terms thereof. Cohen is restric