Namib Minerals (NASDAQ: NAMM) faces Nasdaq market value compliance deadline

Rhea-AI Filing Summary

Namib Minerals received a Nasdaq notice that its ordinary shares failed to meet the Nasdaq Global Market’s minimum $15,000,000 market value of publicly held shares requirement between December 5, 2025 and January 20, 2026. The company has 180 days, until July 29, 2026, to regain compliance.

If its market value stays at or above $15,000,000 for at least ten consecutive business days during this period, Nasdaq staff can confirm compliance and close the matter, and may require up to 20 days in some cases. If compliance is not regained, Namib Minerals could face delisting but may seek to transfer to the Nasdaq Capital Market. The notice does not immediately affect trading of its ordinary shares or warrants.

Insights

Equity & Listing Standards Analyst

Nasdaq market-value deficiency introduces listing risk but with a defined cure window.

Namib Minerals has been notified that its publicly held shares fell below Nasdaq Global Market’s $15,000,000 minimum market value requirement between December 5, 2025 and January 20, 2026. This triggers a formal 180-day compliance period ending on July 29, 2026.

To resolve the issue, the company’s market value of publicly held shares must reach or exceed $15,000,000 for at least ten consecutive business days, and Nasdaq may extend that to 20 days. The company states it believes it has already met this standard for over ten days, but ultimate determination rests with Nasdaq staff.

If compliance is not restored by July 29, 2026, the securities become subject to delisting, though the company could apply to move to the Nasdaq Capital Market if it meets that market’s requirements. Actual impact will depend on future market value levels and any subsequent Nasdaq determinations disclosed in later filings.

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

Issuance of Press Release

On February 5, 2026, Namib Minerals (the “Company”) issued a press release regarding a Nasdaq deficiency letter the Company received.

The press release being furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act except to the extent specifically provided in such a filing.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of the Company, dated February 5, 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 5, 2026

2

Exhibit 99.1

Namib Minerals Receives Nasdaq Notification Regarding Minimum Market Value of Publicly Held Shares Requirement

NEW YORK, Feb. 05, 2026 (GLOBE NEWSWIRE) -- Namib Minerals (“Namib Minerals” or “the Company”), (Nasdaq: NAMM), today announced that on January 30, 2026, the Company received a letter (the “Letter”) from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that during the period from December 5, 2025 to January 20, 2026 the Company’s ordinary 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 Rule 5450(b)(2)(C) (the “Rule”).

The Letter further stated that, in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until July 29, 2026 (the “Compliance Period”), to regain compliance with the Rule. If at any time during the Compliance Period the Company’s MVPHS equals or exceeds $15,000,000 for a minimum of ten consecutive business days, the Staff will provide the Company 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 ten consecutive business days, but generally not more than 20 consecutive business days, in order to demonstrate an ability to maintain long-term compliance with the listing rules. If the Company does not regain compliance with the Rule by July 29, 2026, the Company will receive written notification from the Staff that its securities are subject to delisting, which notification is subject to appeal by the Company. As an alternative, the Company has the ability to apply to transfer its securities to the Nasdaq Capital Market, assuming it could then meet the applicable continued listing requirements. However, the Company believes that it has been in compliance with the MVPHS requirement for over ten consecutive days and seeks to regain compliance as quickly as possible.

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 warrants will continue to trade on the Nasdaq Capital Market under the symbol “NAMMW.”

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, with additional exploration assets in the DRC. 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 which include, but are not limited to, the Company’s ability to meet MVPH requirement of Nasdaq or transfer its securities to the Nasdaq Capital Market and meet the applicable requirements of the Nasdaq Capital Market. The foregoing list is not exhaustive. You should carefully consider the foregoing factors, any other factors discussed in this press release and the other risks and uncertainties described in the filings we make with Securities and Exchange Commission (the “SEC”). 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 Nasdaq issue did Namib Minerals (NAMM) disclose in this 6-K?

Namib Minerals disclosed that Nasdaq notified the company its ordinary shares failed to meet the $15,000,000 market value of publicly held shares requirement between December 5, 2025 and January 20, 2026, putting its Nasdaq Global Market listing at risk if compliance is not regained.

How long does Namib Minerals (NAMM) have to regain Nasdaq compliance?

Namib Minerals has a 180-day compliance period, lasting until July 29, 2026, to restore its market value of publicly held shares to at least $15,000,000 for a minimum of ten consecutive business days, after which Nasdaq staff may confirm renewed compliance.

What happens if Namib Minerals (NAMM) fails to regain Nasdaq compliance by July 29, 2026?

If Namib Minerals does not regain compliance with the $15,000,000 market value requirement by July 29, 2026, Nasdaq staff may notify the company that its securities are subject to delisting, though the company could appeal or apply to transfer to the Nasdaq Capital Market.

Does the Nasdaq notice immediately affect trading in Namib Minerals (NAMM) shares or warrants?

The company states the Nasdaq letter has no immediate effect on its listing. During the compliance period, Namib Minerals’ ordinary shares and warrants are expected to continue trading on Nasdaq under their existing symbols while it works to address the deficiency.

How does Namib Minerals (NAMM) plan to address the Nasdaq MVPHS deficiency?

Namib Minerals notes it believes it has already met the $15,000,000 market value of publicly held shares standard for more than ten consecutive days and is seeking to regain compliance as quickly as possible, subject to Nasdaq staff’s final determination under the listing rules.

What alternative listing option does Namib Minerals (NAMM) mention if delisting is threatened?

If it cannot regain Nasdaq Global Market compliance, Namib Minerals states it could apply to transfer its securities to the Nasdaq Capital Market, provided it meets that market’s continued listing requirements, offering a potential alternative to full Nasdaq delisting.