Namib Minerals美股招股说明书(2026-08-06版)

Up to 80,646,036 Ordinary Shares(for resale)Up to 5,289,934 Warrants to Purchase Ordinary Shares (for resale)Up to 18,576,677 Ordinary Shares Issuable Upon Exercise of Warrants (for issuance) This prospectus relates to the offer and sale from time to time by the selling securityholders or their permitted transferees(collectively, the “Selling Securityholders”) of (i)up to 80,646,036 ordinary shares (the “Resale Shares”), par value $0.0001 per share(the “Ordinary Shares”), of Namib Minerals (the “Company”), consisting of (a)2,695,000Ordinary Shares that were issued inconnection with the Business Combination (as defined below) to Hennessy Capital PartnersVI LLC (“SPAC Sponsor”) and certainformer directors (“Former Red Rock Directors”) of Red Rock Acquisition Corporation, formerly known as Hennessy CapitalInvestment Corp.VI (“Red Rock” or “SPAC”), in exchange for an equal number of such parties’ ClassB common stock, par value$0.0001 per share (“Founder Shares”), of Red Rock which were originally acquired by the SPAC Sponsor at a price of approximately$0.006 per share, 100,000 of such Founder Shares were transferred by the SPAC Sponsor to the Former Red Rock Directors,(b)41,979,296Ordinary Shares that were issued to certain of the holders (“Former Greenstone Shareholders”) of ordinary shares ofGreenstone (as defined herein) as merger consideration following the consummation of the Business Combination and which representa portion of the merger consideration received by such holders with an implicit pro forma value of $10.00 per share,(c)28,770,000Ordinary Shares (the “Earnout Shares”) that may be issued to certain Former Greenstone Shareholders upon theCompany’s achievement of certain operational milestones pursuant to the Business Combination Agreement (as defined herein) for noadditional consideration, (d)282,108Ordinary Shares that were issued to Polar Multi-Strategy Master Fund (“Polar”) in a privateplacement pursuant to the Polar Subscription Agreements (as defined herein), (e)5,289,934Ordinary Shares underlying the SponsorWarrants (as defined below), and (f) 1,629,698 Ordinary Shares that may be issued to Cohen & Company Securities, LLC (“Cohen”)pursuant to the Amended and Restated Promissory Note, dated as of December 9, 2025, with a face value of $3.5 million (the“Promissory Note”) issued by the Company to Cohen, and (ii)up to 5,289,934 Sponsor Warrants. We will not receive any proceedsfrom the sale of the Resale Shares or the Sponsor Warrants by the Selling Securityholders pursuant to this prospectus. This prospectus also relates to the issuance by us of up to 18,576,677Ordinary Shares, consisting of (i)up to7,212,394Ordinary Shares issuable upon the exercise of warrants initially issued on the closing (the “Closing”) of the BusinessCombination to the SPAC Sponsor and the Anchor Investors (as defined herein) (the “Sponsor Warrants”), and (ii)up to11,364,283Ordinary Shares issuable upon the exercise of warrants (such warrants, the “Public Warrants” and, together with theSponsor Warrants, the “Warrants”) issued on the Closing. Each Warrant enables the holder to purchase one Ordinary Share at a price of$11.50 per share. The Public Warrants were issued on the Closing in exchange for warrants that were originally issued as part of theunits sold by Red Rock at a price of $10.00 per unit in its initial public offering. The Sponsor Warrants were issued on the Closing inexchange for warrants that were originally issued by Red Rock in a private placement to the SPAC Sponsor and Anchor Investors (asdefined herein) at a price of $1.50 per warrant. We will receive the proceeds from any exercise of any Warrants for cash. This prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends orsimilar transactions. We are registering the resale or issuance of the securities covered by this prospectus pursuant to the registrationrights that we have granted to certain of our shareholders in connection with the Business Combination (as defined herein), pursuant tothe requirements of the Warrant Agreement (as defined herein), and, in the case of Cohen, pursuant to the terms of the PromissoryNote. We do not know when or in what amount the Selling Securityholders may sell their securities hereunder following theeffective date of the registration statement of which this prospectus forms a part. The Ordinary Shares being offered for resale pursuantto this prospectus by the Selling Securityholders represent approximately 80.5% of Ordinary Shares outstanding (without giving effectto the issuance of Ordinary Shares upon exercise of outstanding Warrants or the potential issuances of the Earnout Shares or pursuantto the Promissory Note) and the Warrants being offered for resale represent approximately 28.5% of Warrants outstanding. Given thesubstantial number of Ordinary Shares being registered for potential resale by the Selling Securityholders pursuant to this prospectus,th