[SCHEDULE 13G] Namib Minerals Warrants SEC Filing

Rhea-AI Filing Summary

Rezolve AI plc (RZLV) completed a $50 million private investment in public equity (PIPE) on 25 July 2025, issuing 20 million ordinary shares at $2.50 each under Reg D and §4(a)(2) exemptions.

A.G.P./Alliance Global Partners acted as placement agent, entitled to a 7.0 % cash fee (partly offset by a 3.5 % credit tied to specific purchasers) and up to $130 k in reimbursable expenses. Net proceeds will fund working capital, potential accretive M&A and general corporate needs.

Investors received robust registration rights: Rezolve must file a resale registration statement within 7 days of closing and achieve effectiveness within 30 days (60 days if fully reviewed). The company is barred from announcing or issuing additional equity for 60 days post-effectiveness, with limited carve-outs. Key agreements—including the Purchase Agreement, Placement Agent Agreement and Registration Rights Agreement—are filed as Exhibits 10.1-10.3.

Positive

• $50 million cash injection strengthens liquidity for operations and planned accretive M&A.
• Investors receive expedited registration rights, improving potential share liquidity.
• 60-day issuance lock-up limits near-term dilution risk for current and new shareholders.

Negative

• Share dilution: 20 million new shares increase outstanding equity, reducing existing ownership percentages.
• Placement costs: 7 % fee plus up to $130 k in expenses lower net proceeds.

Insights

Equity Research Analyst

TL;DR: $50 m PIPE improves liquidity but dilutes shareholders; terms appear standard, near-term cash runway strengthened.

Analysis: The capital raise adds ≈$50 m gross, materially boosting cash for operations and M&A. At $2.50 per share, valuation impact hinges on the pre-transaction share count and market price (not disclosed here), but 20 m new shares will dilute existing holders. Registration rights with tight deadlines signal commitment to investor liquidity. A 7 % placement fee is typical; the 3.5 % credit partially mitigates cost. Sixty-day issuance lock-up limits further dilution risk in the short term. Overall, liquidity gains offset dilution, yielding a balanced impact.

Securities Counsel

TL;DR: Standard Reg D structure; strong registration covenants, customary indemnities, moderate lock-up enhance compliance profile.

Analysis: The PIPE relies on well-trodden §4(a)(2)/Rule 506(b) exemptions, minimizing registration delay. The company’s agreement to file within 7 days and achieve effectiveness within 30-60 days exceeds market-average timelines, reducing resale friction. Lock-up provisions protect investors from immediate dilution. Indemnities, expense caps and termination clauses mirror industry norms. No unusual contingencies or warrant structures appear, lowering legal complexity. Compliance risk is low; execution risk centers on timely SEC effectiveness.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Namib Minerals

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G63638103

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G63638103

1

Names of Reporting Persons

Hennessy Capital Partners VI LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,154,217.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,154,217.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,154,217.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) The aggregate amount beneficially owned by Hennessy Capital Partners VI LLC consists of (i) 3,695,000 Ordinary Shares held directly by Hennessy Capital Partners VI LLC and (ii) 2,459,217 Ordinary Shares Hennessy Capital Partners VI LLC has the right to acquire upon exercise of warrants at a price of $11.50 per share (the "Warrants"). (2) The percentage of the Ordinary Shares reported beneficially owned by Hennessy Capital Partners VI LLC is based on (i) 53,677,429 Ordinary Shares outstanding as of June 25, 2025, as reported in the Issuer's registration statement on Form F-1 filed with the Securities and Exchange Commission (the "Commission") on June 26, 2025, and (ii) 2,459,217 Ordinary Shares Hennessy Capital Partners VI LLC has the right to acquire upon exercise of Warrants, which Ordinary Shares have been added to the total Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

SCHEDULE 13G

CUSIP No. G63638103

1

Names of Reporting Persons

Hennessy Capital Group LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,154,217.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,154,217.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,154,217.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) The aggregate amount beneficially owned by Hennessy Capital Group LLC consists of (i) 3,695,000 Ordinary Shares held directly by Hennessy Capital Partners VI LLC and (ii) 2,459,217 Ordinary Shares Hennessy Capital Partners VI LLC has the right to acquire upon exercise of Warrants. (2) The percentage of the Ordinary Shares reported beneficially owned by Hennessy Capital Group LLC is based on (i) 53,677,429 Ordinary Shares outstanding as of June 25, 2025, as reported in the Issuer's registration statement on Form F-1 filed with the Commission on June 26, 2025, and (ii) 2,459,217 Ordinary Shares Hennessy Capital Partners VI LLC has the right to acquire upon exercise of Warrants, which Ordinary Shares have been added to the total Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

SCHEDULE 13G

CUSIP No. G63638103

1

Names of Reporting Persons

HENNESSY DANIEL J

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,154,217.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,154,217.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,154,217.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) The aggregate amount beneficially owned by Daniel J. Hennessy consists of (i) 3,695,000 Ordinary Shares held directly by Hennessy Capital Partners VI LLC and (ii) 2,459,217 Ordinary Shares Hennessy Capital Partners VI LLC has the right to acquire upon exercise of Warrants. (2) The percentage of the Ordinary Shares reported beneficially owned by Daniel J. Hennessy is based on (i) 53,677,429 Ordinary Shares outstanding as of June 25, 2025, as reported in the Issuer's registration statement on Form F-1 filed with the Commission on June 26, 2025, and (ii) 2,459,217 Ordinary Shares Hennessy Capital Partners VI LLC has the right to acquire upon exercise of Warrants, which Ordinary Shares have been added to the total Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

SCHEDULE 13G

CUSIP No. G63638103

1

Names of Reporting Persons

Hennessy Thomas D

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,154,217.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,154,217.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,154,217.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) The aggregate amount beneficially owned by Thomas D. Hennessy consists of (i) 3,695,000 Ordinary Shares held directly by Hennessy Capital Partners VI LLC and (ii) 2,459,217 Ordinary Shares Hennessy Capital Partners VI LLC has the right to acquire upon exercise of Warrants. (2) The percentage of the Ordinary Shares reported beneficially owned by Thomas D. Hennessy is based on (i) 53,677,429 Ordinary Shares outstanding as of June 25, 2025, as reported in the Issuer's registration statement on Form F-1 filed with the Commission on June 26, 2025, and (ii) 2,459,217 Ordinary Shares Hennessy Capital Partners VI LLC has the right to acquire upon exercise of Warrants, which Ordinary Shares have been added to the total Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Namib Minerals
(b)	Address of issuer's principal executive offices: 71 Fort Street, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106
Item 2.
(a)	Name of person filing: This statement is filed on behalf of Hennessy Capital Partners VI LLC, Hennessy Capital Group LLC, Daniel J. Hennessy, and Thomas D. Hennessy (collectively, the "Reporting Persons"). Hennessy Capital Group LLC is the managing member of Hennessy Capital Partners VI LLC. Daniel J. Hennessy and Thomas D. Hennessy are the sole managing members of Hennessy Capital Group LLC. Consequently, each of Hennessy Capital Group LLC, Daniel J. Hennessy, and Thomas D. Hennessy may be deemed the beneficial owner of securities held by Hennessy Capital Partners VI LLC and have shared voting and dispositive power over such securities.
(b)	Address or principal business office or, if none, residence: 195 US Hwy 50, Suite 207, Zephyr Cove, NV 89448
(c)	Citizenship: Each of Hennessy Capital Partners VI LLC and Hennessy Capital Group LLC is a Delaware limited liability company. Each of Daniel J. Hennessy and Thomas D. Hennessy is a citizen of the United States of America.
(d)	Title of class of securities: Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: G63638103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of June 30, 2025, each of the Reporting Persons may be deemed the beneficial owner of 6,154,217 Ordinary Shares, consisting of (i) 3,695,000 Ordinary Shares held directly by Hennessy Capital Partners VI LLC and (ii) 2,459,217 Ordinary Shares Hennessy Capital Partners VI LLC has the right to acquire upon exercise of Warrants.
(b)	Percent of class: As of June 30, 2025, each of the Reporting Persons may be deemed the beneficial owner of approximately 11.0% of the Ordinary Shares outstanding. This percentage is based on (i) 53,677,429 Ordinary Shares outstanding as of June 25, 2025, as reported in the Issuer's registration statement on Form F-1 filed with the Commission on June 26, 2025, and (ii) 2,459,217 Ordinary Shares Hennessy Capital Partners VI LLC has the right to acquire upon exercise of Warrants, which Ordinary Shares have been added to the total Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Hennessy Capital Partners VI LLC: 0 Hennessy Capital Group LLC: 0 Daniel J. Hennessy: 0 Thomas D. Hennessy: 0
	(ii) Shared power to vote or to direct the vote: Hennessy Capital Partners VI LLC: 6,154,217 Hennessy Capital Group LLC: 6,154,217 Daniel J. Hennessy: 6,154,217 Thomas D. Hennessy: 6,154,217
	(iii) Sole power to dispose or to direct the disposition of: Hennessy Capital Partners VI LLC: 0 Hennessy Capital Group LLC: 0 Daniel J. Hennessy: 0 Thomas D. Hennessy: 0
	(iv) Shared power to dispose or to direct the disposition of: Hennessy Capital Partners VI LLC: 6,154,217 Hennessy Capital Group LLC: 6,154,217 Daniel J. Hennessy: 6,154,217 Thomas D. Hennessy: 6,154,217
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

Hennessy Capital Partners VI LLC

Signature:	/s/ Daniel J. Hennessy
Name/Title:	Daniel J. Hennessy, Managing Member of Hennessy Capital Group LLC, its Managing Member
Date:	07/25/2025

Hennessy Capital Group LLC

Signature:	/s/ Daniel J. Hennessy
Name/Title:	/s/ Daniel J. Hennessy, its Managing Member
Date:	07/25/2025

HENNESSY DANIEL J

Signature:	/s/ Daniel J. Hennessy
Name/Title:	Daniel J. Hennessy
Date:	07/25/2025

Hennessy Thomas D

Signature:	/s/ Thomas D. Hennessy
Name/Title:	Thomas D. Hennessy
Date:	07/25/2025

Exhibit Information

Exhibit 1: Joint Filing Agreement

FAQ

How many shares did Rezolve AI (RZLV) issue in the July 2025 PIPE?

The company sold 20 million ordinary shares.

What price did investors pay for each Rezolve AI share in the PIPE?

The offering price was $2.50 per ordinary share.

How much gross capital did Rezolve AI raise from the PIPE financing?

Rezolve AI raised $50 million in gross proceeds.

What will Rezolve AI use the PIPE proceeds for?

Proceeds are earmarked for working capital, potential accretive M&A and general corporate purposes.

When must Rezolve AI file the resale registration statement for the new shares?

The company must file within 7 days of the PIPE’s closing.

What is the duration of Rezolve AI's lock-up on issuing additional shares?

Rezolve cannot issue or announce new equity for 60 days after the registration statement becomes effective.