Namib Minerals美国存托凭证招股说明书（2026年2月5日版）

NAMIB MINERALS Up to 87,548,686 Ordinary SharesUp to 18,576,712 Ordinary Shares Issuable Upon Exercise of Warrants Up to 7,212,394 Warrants to Purchase Ordinary Shares This Prospectus Supplement No. 2 (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 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 February 5, 2026and is included immediately following the cover page of this Supplement. This Supplement is not complete without, and may not be 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 not 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 February 4, 2026, the closing trading prices of our Ordinary Shares and Warrants 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 THE The date of this Supplement is February 5, 2026. Form 20-F☒ INFORMATION CONTAINED IN THIS FORM 6-K REPORT Receipt of Nasdaq Deficiency Letter On January 30, 2026, Namib Minerals (the “Company”) received a letter (the “Letter”) from the Nasdaq Listing QualificationsDepartment (the “Staff”) notifying the Company that during the period from December 5, 2025 to January 20, 2026 the Company’sordinary shares, par value $0.0001 (the “Ordinary Shares”), did not meet the minimum market value of publicly held shares of$15,000,000 (the “MVPHS”) requirement for continued listing on the Nasdaq Global Market (“Nasdaq”) pursuant to Nasdaq Listing The Letter further stated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or untilJuly 29, 2026 (the “Compliance Period”), to regain compliance with the Rule. If at any time during the Compliance Period theCompany’s MVPHS equals or exceeds $15,000,000 for a minimum of ten consecutive business days, the Staff will provide theCompany with a written confirmation of compliance with the Rule and the matter will be closed. Nasdaq Listing Rule 5810(c)(3)(H)states, in part, that the Staff may, in its discretion, require the Company to satisfy the MVPHS requirement for more than tenconsecutive business days, but generally not more than 20 consecutive business days, in order to demonstrate an ability to maintain The Letter does not have an immediate effect on the Company’s Nasdaq listing or the trading of its Ordinary Shares and warrants.During the Compliance Period, the Ordinary Shares will continue to trade on Nasdaq under the symbol “NAMM,” and the Company’s The Company furnishes this report on Form 6-K to satisfy its obligation under Listing Rule 5810(b) to make public disclosure of thesubject deficiency within four business days after receipt of the Letter. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. NAMIB MINERALS By:/s/ Ibrahima TallName:Ibrahima TallTitle: Chief Executive Officer