Namib Minerals美股招股说明书(2026-03-18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. 5 (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 March 18, 2026 andis 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 March 16, 2026, the closing trading prices of our Ordinary Shares and Warrantswere $2.49 and $0.146, 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 March 18, 2026. 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 March 2026 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 Resignation of Executive Officer On March 13, 2026, Ibrahima Tall resigned (the “Resignation”) as Chief Executive Officer of Namib Minerals (the “Company”) butwill remain a director of the Company. Mr. Tall’s decision did not involve any disagreement with the board of directors of theCompany, or the Company’s management, operations, policies or practices. In connection with the Resignation, Mr. Tall and theCompany entered into a settlement agreement which provides that, among other things, Mr. Tall will release the Company from anyand all claims relating to Mr. Tall’s employment with the Company, Mr. Tall will receive a cash payment of $834,416.50 and anequivalent dollar amount in ordinary shares, par value $0.0001 per share, of the Company based on the 10-day VWAP, resulting in255,722 shares, and all of Mr. Tall’s outstanding Restricted Stock Units will vest, effective March 13, 2026. The Board has appointed Tulani Sikwila to serve as the Company’s Chief Executive Officer, in addition to his role as Chief FinancialOfficer, with effect from March 13, 2026. This report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, orotherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of theCompany under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent specifically provided insuch a filing. 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 Title: General Cou