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 |
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
