Nasdaq warns Namib Minerals (NASDAQ: NAMM) over $15M market-value shortfall

Rhea-AI Filing Summary

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

If its market value equals or exceeds $15,000,000 for at least ten consecutive business days during this period, Nasdaq staff will confirm compliance and close the matter. If it does not regain compliance, Namib Minerals could face delisting, though it may appeal or apply to transfer to the Nasdaq Capital Market.

The notice does not immediately affect the trading of its ordinary shares on the Nasdaq Global Market or its warrants on the Nasdaq Capital Market under the symbol NAMMW.

Positive

• None.

Negative

• Nasdaq listing at risk: Namib Minerals received a Nasdaq deficiency notice for failing the $15,000,000 market-value-of-public-float requirement and could face delisting after July 29, 2026 if it does not regain compliance.

Insights

Equity market structure analyst

Nasdaq warning raises medium-term listing risk for Namib Minerals.

Namib Minerals fell below Nasdaq’s $15,000,000 market value of publicly held shares requirement, triggering a formal deficiency notice. It now has 180 days, until July 29, 2026, to restore this metric for at least ten consecutive business days to regain compliance.

This type of notice is common for smaller or volatile issuers, but it introduces clear risk: failure to regain compliance can lead to delisting, which may reduce liquidity and index inclusion. The company could appeal or seek transfer to the Nasdaq Capital Market if it still qualifies there.

Actual outcomes will depend on how the company’s publicly held market value evolves through the compliance period and whether Nasdaq staff exercise their discretion to require up to 20 consecutive compliant trading days under Listing Rule 5810(c)(3)(H).

Form 6-K: How Foreign Companies Report to the SEC →

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 January 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

Receipt of Nasdaq Deficiency Letter

On January 30, 2026, Namib Minerals (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.

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.”

The Company furnishes this report on Form 6-K to satisfy its obligation under Listing Rule 5810(b) to make public disclosure of the subject deficiency within four business days after receipt of the Letter.

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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

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FAQ

What Nasdaq issue did Namib Minerals (NAMM) disclose in this 6-K?

Namib Minerals disclosed that Nasdaq notified the company its ordinary shares no longer meet the required $15,000,000 market value of publicly held shares. This deficiency, if not cured within the allowed period, could ultimately lead to delisting from the Nasdaq Global Market.

How long does Namib Minerals (NAMM) have to fix the Nasdaq deficiency?

Namib Minerals has 180 calendar days, until July 29, 2026, to regain compliance with Nasdaq’s $15,000,000 market value of publicly held shares rule. Achieving at least ten consecutive compliant trading days during this period would cause Nasdaq to confirm compliance.

What happens if Namib Minerals (NAMM) does not regain Nasdaq compliance?

If Namib Minerals does not regain compliance by July 29, 2026, Nasdaq staff would notify the company that its securities are subject to delisting. The company could appeal that decision and may alternatively apply to transfer its securities to the Nasdaq Capital Market if eligible.

Does the Nasdaq deficiency letter immediately affect trading in NAMM shares?

The Nasdaq deficiency letter does not immediately affect trading in Namib Minerals’ securities. Its ordinary shares will continue trading on the Nasdaq Global Market, and its warrants will continue trading on the Nasdaq Capital Market under the symbol NAMMW during the compliance period.

What specific Nasdaq rule did Namib Minerals (NAMM) fail to meet?

Namib Minerals failed to meet the Nasdaq Global Market’s minimum market value of publicly held shares requirement of $15,000,000 under Listing Rule 5450(b)(2)(C). The shortfall occurred during the period from December 5, 2025 to January 20, 2026, prompting the deficiency notice.

Can Namib Minerals (NAMM) move to another Nasdaq market tier if delisting looms?

Yes. As an alternative to potential delisting from the Nasdaq Global Market, Namib Minerals may apply to transfer its securities to the Nasdaq Capital Market, provided it can meet the continued listing standards that apply to that lower-tier market at the relevant time.