Nebari Discloses 31.71M NVA Shares; ADSs Underlie Reported Position

Rhea-AI Filing Summary

Nebari Gold Fund 1, LP and its general partner Nebari Partners GP II, LLC disclose beneficial ownership of 31,710,638 ordinary shares in Nova Minerals (NVA), representing 7.9% of the outstanding ordinary shares based on 401,501,417 shares reported by the ASX. The reporting persons state they share voting and dispositive power over these shares and hold no sole voting or dispositive power. The filing clarifies the CUSIP relates to American Depositary Shares (ADSs) and that the reported figure reflects the underlying ordinary shares represented by ADSs (each ADS represents 60 ordinary shares). The filing affirms the holdings are not intended to change or influence control of the issuer.

Positive

• Material disclosure: Reporting persons disclose ownership of 31,710,638 ordinary shares, equaling 7.9% of outstanding shares (ASX basis).
• Transparency on ADS conversion: Filing clarifies the CUSIP relates to ADSs and that the reported figure reflects ordinary shares underlying ADSs (each ADS = 60 ordinary shares).
• Shared voting/dispositive power disclosed: The filing specifies that the position is held with shared voting and dispositive authority, providing clarity on control dynamics.

Negative

• None.

Insights

Financial Analyst

TL;DR: A disclosed 7.9% stake is material and signals a notable institutional position without sole control.

The report identifies a substantial passive stake: 31,710,638 ordinary shares equal to 7.9% of issued shares per ASX data. Shared voting and dispositive power indicates coordinated control between the fund and its GP rather than unilateral authority. The note that ADSs represent underlying ordinary shares clarifies counting methodology. From a capital-markets perspective, this is a required transparency filing showing meaningful ownership but no explicit intent to alter corporate control.

Corporate Governance Expert

TL;DR: Disclosure shows significant shareholder influence potential but no assertion of control or activist intent.

The filing names the beneficial owners and confirms shared voting/dispositive power for the entire 31.7M share position, with zero sole power reported. That structure suggests influence through partnership governance rather than direct control. The certification explicitly denies an intent to change or influence issuer control, which is relevant for governance assessments. The filing provides clear ownership metrics useful for board and governance monitoring.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Nova Minerals Limited

(Name of Issuer)

Ordinary Shares and American Depositary Shares

(Title of Class of Securities)

66982D104

(CUSIP Number)

08/08/2025

(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. 66982D104

1

Names of Reporting Persons

Nebari Gold Fund 1, LP

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 31,710,638.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 31,710,638.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

31,710,638.00

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)

7.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: This is the CUSIP number for the American Depositary Receipts, which evidence the American Depositary Shares (ADSs). Each of the ADSs represents 60 underlying ordinary shares. This number reflects the number of ordinary shares (ordinary shares) underlying the ADSs held by the Reporting Person. Based on 401,501,417 fully paid issued and outstanding ordinary shares as publicly reported with respect to the issuer by the Australian Securities Exchange Ltd (ASX) at https://www.asx.com.au/markets/company/NVA.

SCHEDULE 13G

CUSIP No. 66982D104

1

Names of Reporting Persons

Nebari Partners GP II, 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 31,710,638.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 31,710,638.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

31,710,638.00

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)

7.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: This is the CUSIP number for the American Depositary Receipts, which evidence the ADSs. This number reflects the number of ordinary shares beneficially owned by the Reporting Person, including ordinary shares represented by ADSs. Consists of 31,710,638 ordinary shares underlying ADSs held by Nebari Gold Fund 1, LP (NGF1), as to which the Reporting Person shares voting and dispositive power by virtue of serving as the general partner of NGF1. Based on 401,501,417 fully paid issued and outstanding ordinary shares as publicly reported with respect to the issuer by the Australian Securities Exchange Ltd (ASX) at https://www.asx.com.au/markets/company/NVA.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Nova Minerals Limited
(b)	Address of issuer's principal executive offices: 242 Hawthorn Road Suite 5 Caulfield, Melbourne VI, Australia, 3161
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed by (i) Nebari Gold Fund 1, LP, a Delaware limited partnership (NGF1), and (ii) Nebari Partners GP II, LLC, a Delaware limited liability company and general partner of NGF1 (GP), and together with NGF1, the (Reporting Persons).
(b)	Address or principal business office or, if none, residence: 667 Madison Avenue, 5th Floor, New York NY 10065, USA
(c)	Citizenship: NGF1 is a Delaware (USA) limited partnership. GP is a Delaware (USA) limited liability company.
(d)	Title of class of securities: Ordinary Shares and American Depositary Shares
(e)	CUSIP No.: 66982D104
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: NGF1 31,710,638 GP 31,710,638
(b)	Percent of class: NGF1 7.90 GP 7.90
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: NGF1 0 GP 0
	(ii) Shared power to vote or to direct the vote: NGF1 31,710,638 GP 31,710,638
	(iii) Sole power to dispose or to direct the disposition of: NGF1 0 GP 0
	(iv) Shared power to dispose or to direct the disposition of: NGF1 31,710,638 GP 31,710,638
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:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Nebari Gold Fund 1, LP

Signature:	/s/ Daniel Freuman
Name/Title:	Daniel Freuman, Co-Manager
Date:	08/14/2025

Nebari Partners GP II, LLC

Signature:	/s/ John Clark Gillam
Name/Title:	John Clark Gillam
Date:	08/14/2025

FAQ

What stake does Nebari report in Nova Minerals (NVA)?

The filing reports beneficial ownership of 31,710,638 ordinary shares, representing 7.9% of outstanding ordinary shares as reported by the ASX.

Does Nebari have sole voting or dispositive power over the NVA shares?

No. The filing states 0 sole voting power and 0 sole dispositive power; voting and dispositive power are reported as shared for 31,710,638 shares.

How does the ADS/CUSIP notation affect the reported share count for NVA?

The filing explains the CUSIP pertains to ADSs and the reported number reflects the ordinary shares underlying those ADSs; each ADS represents 60 ordinary shares.

Who are the reporting persons named in the filing for NVA?

The reporting persons are Nebari Gold Fund 1, LP and its general partner Nebari Partners GP II, LLC, both organized in Delaware.

Does the filing indicate an intent to change control of Nova Minerals (NVA)?

The certification in the filing states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.