Namib Minerals (NAMM) sets $3.5M note with cash-or-share payments

Rhea-AI Filing Summary

Namib Minerals entered into a material agreement by issuing a $3.5 million promissory note to Cohen & Company Securities, LLC to settle outstanding fees related to its recently completed business combination. The note requires 12 monthly payments, with the first 11 set at $300,000 each and the final payment at $200,000.

The company may make each payment in either cash or ordinary shares at its discretion. If it chooses shares, the price per share will be based on the lesser of 95% of the prior day’s Nasdaq closing price or the five-day volume-weighted average price formula described in the note. Cohen receives resale registration rights for any shares issued and is limited to selling no more than 5% of daily trading volume in these shares on any trading day without Namib Minerals’ consent.

Insights

Capital structure and financing analyst

Namib Minerals converts a $3.5M obligation into a flexible cash-or-share payment note.

Namib Minerals has formalized $3.5 million of outstanding obligations to Cohen & Company Securities, LLC into a promissory note with a fixed 12‑month amortization schedule. Eleven monthly installments of $300,000 and a final $200,000 payment clarify the timing and amount of required outflows tied to its recent business combination.

The company can satisfy each installment in cash or ordinary shares, with any equity issued priced at the lesser of 95% of the prior day’s Nasdaq closing price or a five‑day volume‑weighted average. This structure introduces potential share issuance at a discount to market, but also gives the company flexibility to conserve cash. Cohen receives resale registration rights, while a cap of 5% of daily trading volume on resale of these shares per day, absent company consent, may moderate the pace of secondary share sales.

Overall, this is a targeted financing and fee‑settlement arrangement rather than a broad capital raise. The eventual mix of cash versus share payments, and any resulting share issuance under the discount formula, will depend on future decisions by Namib Minerals as payments come due over the 12‑month term.

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 September 2025

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

Entry into a Material Definitive Agreement

On September 30, 2025, Namib Minerals (the “Company”) issued a promissory note with a face value of $3.5 million (the “Promissory Note”) to Cohen & Company Securities, LLC (“Cohen”) in connection with outstanding payment obligations to Cohen for certain services provided to the Company in connection with the Company’s recently completed business combination. Pursuant to the terms of the Promissory Note, the Company is obligated to make monthly payments in either cash or ordinary shares, par value $0.0001 (“Ordinary Shares”), at the Company’s discretion, for 12 months. The first 11 monthly payments are to be in an amount equal to $300,000 and the last payment is to be $200,000. To the extent the Company elects to make payment in Ordinary Shares, the issue price of the Ordinary Shares will be calculated as the lesser of (i) 95% of the closing price on the Nasdaq Stock Market of the Ordinary Shares on the trading day immediately preceding the applicable payment date, and (ii) the arithmetic average of the Daily VWAP (as defined in the Promissory Note) for the five (5) trading days ending on the trading day immediately preceding the applicable payment date. The Promissory Note also provides resale registration rights to Cohen for Ordinary Shares issued in accordance with the terms thereof. Cohen is restricted from selling such Ordinary Shares on any trading day in an amount greater than 5% of the Trading Volume (as defined in the Promissory Note), without the prior written consent of the Company.

The foregoing description of the Promissory Note is a summary, does not purport to be complete, and is qualified in its entirety by reference to the Promissory Note, which is attached hereto as Exhibit 10.1.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Promissory Note, dated September 30, 2025, issued by Namib Minerals to Cohen & Company Securities, LLC

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: September 30, 2025

2

FAQ

What agreement did Namib Minerals (NAMM) enter into on September 30, 2025?

Namib Minerals entered into a $3.5 million promissory note with Cohen & Company Securities, LLC to address outstanding payment obligations for services related to its recently completed business combination.

How will Namib Minerals (NAMM) repay the $3.5 million promissory note?

The note requires 12 monthly payments: the first 11 installments are $300,000 each and the final installment is $200,000. Namib Minerals may make each payment in either cash or ordinary shares at its discretion.

How is the share price determined if Namib Minerals (NAMM) pays the note in stock?

If payments are made in ordinary shares, the issue price per share is the lesser of 95% of the prior trading day’s Nasdaq closing price or the arithmetic average of the Daily VWAP for the five trading days ending on the trading day immediately before the payment date.

What resale rights does Cohen receive for Namib Minerals (NAMM) shares issued under the note?

The promissory note grants Cohen resale registration rights for any ordinary shares issued under the note, allowing those shares to be registered for resale in accordance with the agreement’s terms.

Are there volume limits on Cohen’s sale of Namib Minerals (NAMM) shares issued under the note?

Yes. Cohen is restricted from selling such ordinary shares on any trading day in an amount greater than 5% of the Trading Volume on that day without prior written consent from Namib Minerals.

Why did Namib Minerals (NAMM) issue this $3.5 million promissory note to Cohen?

The promissory note was issued to satisfy outstanding payment obligations owed to Cohen for services provided in connection with Namib Minerals’ recently completed business combination.