Namib Minerals Warrants SEC Filing
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Form Type
SCHEDULE 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Namib Minerals (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G63638103 (CUSIP Number) |
The Southern SelliBen Trust c/o Three Rivers PTC Limited, Cone, Marshall Ltd, Fl 3 32 Mahuhu Crescent Auckland Central, Q2, 1010 64 9 307 3950 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G63638103 |
| 1 |
Name of reporting person
The Southern SelliBen Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW ZEALAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,208,973.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
63.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | G63638103 |
| 1 |
Name of reporting person
Three Rivers PTC Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW ZEALAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,208,973.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
63.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The Southern SelliBen Trust (the "SelliBen Trust") directly holds 34,208,973 Ordinary Shares. 1,676,240 of such Ordinary Shares (the "Subject Shares") are subject to a Deed of Assignment (the "Deed") for the benefit of a creditor (the "Creditor") of the SelliBen Trust which, among other things, prohibits the ability of the SelliBen Trust to dispose of the Subject Shares but generally does not limit the SelliBen Trust's ability to vote the Subject Shares. The Subject Shares may be transferred to the Creditor pursuant to the Deed upon the occurrence of certain events, including the SelliBen Trust not satisfying its obligations to the Creditor. Three Rivers PTC Limited ("Three Rivers") is the trustee of the SelliBen Trust. As trustee, Three Rivers exercises voting and investment control over the securities held by the SelliBen Trust.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Namib Minerals | |
| (c) | Address of Issuer's Principal Executive Offices:
71 Fort Street, P.O. Box 500, Grand Cayman,
CAYMAN ISLANDS
, KY1-1106. | |
Item 1 Comment:
Explanatory Note:
This Amendment No. 1 to Schedule 13D (this "Amendment No. 1"), dated July 25, 2025, amends and restates, in their entirety, Items 4, 5, 6, and 7 of the statement on Schedule 13 filed on June 11, 2025 (the "Initial Statement", and together with this Amendment No. 1, the "Statement") by the Southern SelliBen Trust, a registered New Zealand foreign trust (the "SelliBen Trust"), and Three Rivers PTC Limited, a company organized in New Zealand and the trustee of the SelliBen Trust ("Three Rivers" and together with the SelliBen Trust, the "Reporting Persons"), with the remaining Items in the Initial Statement left unchanged. This Amendment No. 1 relates to the ordinary shares, par value $0.0001 per share (the "Ordinary Shares"), of Namib Minerals, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 1, have the meanings given to such terms as set forth in the Initial Statement. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Initial Statement is hereby amended and restated as follows:
Business Combination
On June 17, 2024, the Issuer, Red Rock Acquisition Corporation, a Delaware corporation formerly known as Hennessy Capital Investment Corp. VI, Midas SPAC Merger Sub Inc., a Delaware corporation, Cayman Merger Sub Ltd., an exempted company limited by shares incorporated under the laws of the Cayman ("Company Merger Sub"), and Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands ("Greenstone"), entered into a Business Combination Agreement (the "Business Combination Agreement").
On June 5, 2025 (the "Closing Date"), the transactions (collectively, the "Business Combination") contemplated by the Business Combination Agreement were consummated (the "Closing"). As a result of the Business Combination, among other things, Company Merger Sub merged (the "Company Merger") with and into Greenstone with Greenstone being the surviving entity of the Company Merger and becoming a wholly-owned subsidiary of the Issuer and the SelliBen Trust received 34,208,973 Ordinary Shares and the right to receive 21.0 million of additional Ordinary Shares in contingent consideration, subject to the achievement of certain operational milestones of the Issuer over an eight-year period after the Closing Date, in exchange for its equity interests in Greenstone.
After consummation of the Business Combination, the board of directors and management of the Issuer was comprised of the following individuals: (1) Tulani Sikwila, Chief Financial Officer and Director; (2) Ibrahima Tall, Chief Executive Officer and Director; (3) Siphesihle Mchunu, General Counsel and Director; (4) Molly P. Zhang (aka Peifang Zhang), Director; (5) Dennis A. Johnson, Director; and (6) Tito Botelho Martins Junior, Director. In connection with Closing, the board of directors of the Issuer, consisting of Messrs. Sikwila, Tall and Mchunu, appointed Ms. Zhang and Messrs. Johnson and Martins as directors.
In connection with Closing, the Issuer adopted the Second Amended and Restated Memorandum and Articles of Association.
Registration Rights and Lock-up Agreement
In connection with Closing, the SelliBen Trust entered into a Registration Rights and Lock-up Agreement (the "Registration Rights Agreement") with the Issuer and certain other shareholders of the Issuer (collectively with the SelliBen Trust, the "Holders") pursuant to which, among other things, the Issuer granted the Holders customary demand and piggyback registration rights. In addition, certain of the Holders, including the SelliBen Trust, agreed not to transfer for a period of 12 months after the Closing Date any equity in the Issuer acquired by such person in connection with the Business Combination, including the 34,208,973 Ordinary Shares the SelliBen Trust received as a result of the Business Combination (such equity, "Lock-up Shares"), subject to exceptions, provided that (x) 50% of the Lock-up Shares will be released on such date on which the last reported sale price of the Ordinary Shares equals or exceeds $12.50 per Ordinary Share (as adjusted for share splits, share combinations, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing Date; and (y) the other 50% of the Lock-up Shares will be released on the date on which the last reported sale price of the Ordinary Shares equals or exceeds $15.00 per Ordinary Share (as adjusted for share splits, share combinations, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing Date.
Deed of Assignment
On July 25, 2025, the SelliBen Trust entered into a Deed of Assignment (the "Deed") for the benefit of a creditor (the "Creditor") pursuant to which, among other things, 1,676,240 Ordinary Shares (the "Subject Shares") held by the SelliBen Trust are prohibited from being disposed or transferred and the Subject Shares may be transferred to the Creditor pursuant to the Deed upon the occurrence of certain events, including the SelliBen Trust not satisfying its obligations to the Creditor.
General
The Reporting Persons acquired the securities described in this Statement in connection with the Closing and intends to review its investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Subject to the Registration Rights Agreement and the Deed, the Reporting Persons may acquire additional securities of the Issuer or retain or sell or otherwise dispose of all or a portion of the securities then held, in the open market or in privately negotiated transactions or otherwise. In addition, the Reporting Persons may engage in discussions with management, the board of directors, and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the board of directors of the Issuer. The Reporting Persons have no current intent to propose any such transaction or other action, and there can be no assurance that any such transaction or other action, if proposed, would be successfully implemented.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Initial Statement is hereby amended and restated as follows: The Reporting Persons beneficially own 34,208,973 Ordinary Shares representing 63.7% of such Ordinary Shares, subject to the limitations described in Item 4. Such Ordinary Shares are held of record by the SelliBen Trust, and Three Rivers, as the trustee of the SelliBen Trust, has sole power to vote and dispose of all of the Ordinary Shares reported herein. | |
| (b) | Item 5(b) of the Initial Statement is hereby amended and restated as follows: The information set forth in Item 5(a) of this Statement is incorporated by reference herein. | |
| (c) | Item 5(c) of the Initial Statement is hereby amended and restated as follows: The information set forth in Item 4 of this Statement is incorporated by reference herein. Except as described in Item 4 of this Statement, the Reporting Persons have not engaged in any transactions in the Ordinary Shares in the past sixty days. | |
| (d) | Item 5(d) of the Initial Statement is hereby amended and restated as follows: No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares owned by the Reporting Persons. | |
| (e) | Item 5(e) of the Initial Statement is hereby amended and restated as follows: Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Initial Statement is hereby amended and restated as follows:
Item 4 of this Statement summarizes certain provisions of the Business Combination Agreement, the Registration Rights Agreement, and the Deed and is incorporated herein by reference. A copy of each of these agreements is attached as an exhibit to this Statement and is incorporated herein by reference.
Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Initial Statement is hereby amended and restated as follows:
99.1 Joint Filing Agreement among the Reporting Persons, dated June 11, 2025 (incorporated by reference to the Initial Statement filed by the Reporting Persons on June 11, 2025).
99.2 Business Combination Agreement, dated as of June 17, 2024, by and among Red Rock Acquisition Corporation, Namib Minerals, Midas SPAC Merger Sub Inc., Cayman Merger Sub Ltd., and Greenstone Corporation (incorporated by reference to Annex A-1 to Namib Minerals' Registration Statement on Form F-4 (File No. 333-283650), filed with the SEC on April 15, 2025).
99.3 Amendment No. 1 to the Business Combination Agreement, dated as of December 6, 2024, by and among Red Rock Acquisition Corporation, Namib Minerals, Midas SPAC Merger Sub Inc., Cayman Merger Sub Ltd., and Greenstone Corporation (incorporated by reference to Annex A-2 to Namib Minerals' Registration Statement on Form F-4 (File No. 333-283650), filed with the SEC on April 15, 2025).
99.4 Amendment No. 2 to the Business to the Business Combination Agreement, dated as of April 14, 2025, by and among Red Rock Acquisition Corporation, Namib Minerals, Midas SPAC Merger Sub Inc., Cayman Merger Sub Ltd., and Greenstone Corporation (incorporated by reference to Annex A-3 to Namib Minerals' Registration Statement on Form F-4 (File No. 333-283650), filed with the SEC on April 15, 2025).
99.5 Registration Rights and Lock-up Agreement, dated as of June 5, 2025, by and among Namib Minerals, Hennessy Capital Partners VI LLC, Red Rock Acquisition Corporation, and each of the securityholders party thereto (incorporated by reference to Exhibit 4.7 to Namib Minerals' Shell Company Report on Form 20-F filed on June 11, 2025).
99.6 Second Amended and Restated Memorandum and Articles of Association of Namib Minerals (incorporated by reference to Exhibit 1.1 to Namib Minerals' Shell Company Report on Form 20-F filed on June 11, 2025).
99.7 Deed of Assignment, dated as of July 25, 2025, by and between Three Rivers PTC Limited, as trustee of The Southern SelliBen Trust, and Henry Shinners and Clare Lloyd (in their capacity as administrators of Metallon Corporation Limited (in administration)). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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