Namib Minerals (NASDAQ: NAMM) registers 87.5M shares; Nasdaq compliance restored
Rhea-AI Filing Summary
Namib Minerals files a prospectus supplement registering up to 87,548,686 ordinary shares and related warrants and updates its shelf offering. The supplement states it covers up to 87,548,686 Ordinary Shares, up to 7,212,394 Sponsor Warrants, and the issuance of up to 18,576,712 Ordinary Shares upon exercise of Warrants.
The supplement incorporates a Form 6-K disclosing that Nasdaq determined the company met the $15,000,000 MVPHS requirement for more than ten consecutive trading days and that Namib Minerals regained compliance with Nasdaq Listing Rule 5450(b)(2)(C) on February 18, 2026.
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Insights
Supplement registers resale and warrant-related issuance while confirming Nasdaq compliance.
The supplement updates the registration statement to cover up to 87,548,686 Ordinary Shares, up to 7,212,394 Sponsor Warrants, and up to 18,576,712 Ordinary Shares issuable on warrant exercise. The filing distinguishes resale by selling securityholders and issuance upon exercise.
Qualifiers in the supplement preserve prior Prospectus terms; any sale activity is subject to the Registration Statement and its supplements, and warrant exercises will result in issuance by the company.
Nasdaq restored compliance after the company met the MVPHS threshold for the required period.
The Form 6-K states Nasdaq determined the company met the $15,000,000 MVPHS requirement for more than ten consecutive trading days, leading to closed compliance proceedings as of February 18, 2026. The press release attached as Exhibit 99.1 reiterates that outcome.
This resolves the previously reported January 30, 2026 notice; subsequent filings and disclosures will reflect ongoing listing status and any material developments.
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-288328
PROSPECTUS SUPPLEMENT NO. 4
(to Prospectus dated December 2, 2025)
NAMIB MINERALS
PROSPECTUS FOR
Up to 87,548,686 Ordinary Shares
Up 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. 4 (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 “Registration Statement”), 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 Supplement and 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 contained in our Report on Form 6-K which was submitted to the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2026 and is included immediately following the cover page of this Supplement. This Supplement is not complete without, and may not be utilized 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 to the 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 superseded by more up to date information in subsequent supplements or amendments to the Prospectus) carefully before you make your investment decision.
Our Ordinary Shares are listed on the Nasdaq Global Market under the symbol “NAMM,” and our Warrants are listed on the Nasdaq Capital Market under the symbol “NAMMW.” On February 17, 2026, the closing trading prices of our Ordinary Shares and Warrants were $2.40 and $0.157, respectively.
YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 9 OF THE PROSPECTUS.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS, AS SUPPLEMENTED BY THIS SUPPLEMENT, IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Supplement is February 19, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 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
Namib Minerals Regains Compliance with Nasdaq Listing Rules
As previously reported, Namib Minerals (the “Company”) received a written notice from the Nasdaq Listing Qualifications Department (the “Staff”) on January 30, 2026 notifying the Company that its ordinary shares, par value $0.0001, 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 Rule 5450(b)(2)(C) (the “Rule”).
On February 18, 2026, the Company received a letter from Nasdaq indicating that the Staff determined that the Company met the MVPHS requirement for more than ten consecutive trading days. Accordingly, the Company has regained compliance with the Rule, and the matter is now closed. On February 19, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Report, regarding the Letter and regaining compliance.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company, dated February 19, 2026. |
| 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAMIB MINERALS | ||
| By: | /s/ Ibrahima Tall | |
| Name: | Ibrahima Tall | |
| Title: | Chief Executive Officer | |
Date: February 19, 2026
| 2 |
Exhibit 99.1
Namib Minerals Regains Compliance with Nasdaq Listing Rules
NEW YORK, Feb. 19, 2026 (GLOBE NEWSWIRE) -- Namib Minerals (“Namib Minerals” or “the Company”) (Nasdaq: NAMM) today announced that on February 18, 2026 the Company received a letter from the Nasdaq Stock Market LLC (”Nasdaq”) stating that the Company has regained compliance with the minimum market value of publicly held shares (“MVPHS”) requirement under Nasdaq Listing Rule 5450(b)(2)(C) (the “Rule”). Accordingly, the Company is now in compliance with all applicable listing standards, and its ordinary shares will continue to be listed on the Nasdaq Global Market.
The Company was previously notified by Nasdaq on January 30, 2026, that it was not in compliance with the MVPHS requirement because its ordinary shares had failed to maintain an MVPHS of at least $15,000,000 as required by the Rule. In order to regain compliance with the Rule, the Company was required to maintain an MVPHS of $15,000,000 or more for at least 10 consecutive trading days, and Nasdaq determined that this requirement was met.
About Namib Minerals
Namib Minerals (NASDAQ: NAMM) is a gold producer, developer and explorer with operations focused in Zimbabwe. Namib Minerals is a significant player in Africa’s mining industry, driving sustainable growth and innovation across the sector. Currently Namib Minerals operates the How Mine, an underground gold mine in Zimbabwe, and aims to restart two assets in Zimbabwe. For additional information, please visit namibminerals.com.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts contained in this update are forward-looking statements. Any statements that refer to estimates or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. Forward-looking statements include, without limitation, future compliance with Nasdaq requirements. The forward-looking statements are based on our current expectations and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks and uncertainties. You should carefully consider the risks and uncertainties described in the filings we make with Securities and Exchange Commission. We caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made.
Contacts:
Investor Relations:
ir@namibminerals.com
FAQ
What securities does Namib Minerals (NAMM) register in this prospectus supplement?
Did Namib Minerals regain Nasdaq compliance and when was it determined?
How does the supplement treat resale shares versus issuer-issued shares for NAMM?
Are proceeds from resale included as company proceeds in this filing?
What Nasdaq rule was at issue and what was the threshold NAMM needed to meet?
