Namib Minerals美股招股说明书(2026-07-07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 ThisProspectus Supplement No.2(this“Supplement”)updates and supplements the prospectus dated April 7,2026(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 July 7, 2026 and isincluded immediately following the cover page of this Supplement. This Supplement is not complete without, and may not be utilizedexcept 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 July 6, 2026, the closing trading prices of our Ordinary Shares and Warrants were$1.81 and $0.1733, respectively. YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ONPAGE 8 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 July 7, 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 July 2026 Commission File Number 001-42685 Namib Minerals(Translation of registrant’s name into English) Suite 210, 2nd Floor, Windward IIIRegatta Office Park, PO Box 500Grand 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 Changes in Management and Board of Directors On July 2, 2026, the board of directors (the “Board”) of Namib Minerals (the “Company”) elected Tulani Sikwila as the Chairman ofBoard. Mr. Sikwila will continue to serve as Chief Executive Officer of the Company but will no longer serve as Chief FinancialOfficer. The Board integrated the responsibilities of the General Counsel role into the Chief Financial Officer role and appointedSiphesihle Mchunu, who previously served as General Counsel, as the Chief Financial Officer of the Company. Mr. Mchunu willcontinue to serve as a director of the Company and will continue to exercise his former duties as General Counsel in his role as ChiefFinancial Officer. Additionally, the Board appointed Wendy Luhabe, age 69, as a Class III director, effective July 3, 2026, filling the vacancy created bythe resignation of Ibrahima Tall who resigned as director of the Company effective June 3, 2026. Ms. Luhabe will serve as the leadindependent director, and her initial term will expire at the 2028 annual general meeting of the Company. Ms. Luhabe was appointedas a member of the compensation committee and will be entitled to receive compensation in accordance with the Company’scompensation policy for independent directors. Ms. Luhabe has over 30 years of experience as an entrepreneur, investor and corporate director. Ms. Luhabe has extensive board andgovernance experience, with expertise in executive compensation, executive succession planning, corporate governance, riskmanagement, corporate social responsibility, board nominations and environmental, social and governance (ESG) matters. She hasserved as a non-executive director and chair of