Schedule 13G: Nebari Reports 23.2M Shares (5.77%) in Nova Minerals

Rhea-AI Filing Summary

Nebari Gold Fund 1, LP and its general partner Nebari Partners GP II, LLC report owning 23,182,958 ordinary shares of Nova Minerals Limited, representing 5.77% of the outstanding ordinary shares. The filing states those shares are held with shared voting and dispositive power and that neither reporting person has sole voting or dispositive power. The filing clarifies the CUSIP relates to ADSs and that the share count reflects ordinary shares underlying ADSs, based on 401,501,417 fully paid issued and outstanding ordinary shares as reported by the ASX.

Positive

• Material disclosure of a 5.77% position (23,182,958 shares) provides transparency to the market
• Explicit statement that the holdings are not intended to influence control, consistent with Schedule 13G treatment

Negative

• None.

Insights

Securities Analyst

TL;DR: Nebari/GP disclose a 5.77% shared stake in Nova Minerals, a material passive holding requiring Schedule 13G reporting.

The Schedule 13G/A shows a passive holding of 23,182,958 ordinary shares (5.77% of class) held with shared voting and dispositive power. The filing explicitly states the position is not intended to influence control. For investors and market participants, this is a clear disclosure of a substantial passive investor position; it may affect liquidity and signaling but no change in control is claimed.

Corporate Governance Specialist

TL;DR: Reporting structure indicates centralized control through the GP but no sole control over voting or disposition.

The filing attributes voting and dispositive authority to NGF1 and the GP on a shared basis, and includes the GP as reporting person because it serves as general partner. Signatures and certifications are provided, and the filing references ADS mechanics and the ASX share count. There are no statements of coordination with other holders or group activity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Nova Minerals Limited

(Name of Issuer)

Ordinary Shares and American Depositary Shares

(Title of Class of Securities)

66982D104

(CUSIP Number)

09/26/2025

(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 23,182,958.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 23,182,958.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

23,182,958.00

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)

5.77 %

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 23,182,958.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 23,182,958.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

23,182,958.00

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)

5.77 %

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 23,182,958 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: 42 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 4.	Ownership
(a)	Amount beneficially owned: NGF1 23,182,958 GP 23,182,958
(b)	Percent of class: NGF1 5.77 GP 5.77
(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 23,182,958 GP 23,182,958
	(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 23,182,958 GP 23,182,958
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:	09/30/2025

Nebari Partners GP II, LLC

Signature:	/s/ John Clark Gillam
Name/Title:	John Clark Gillam
Date:	09/30/2025

FAQ

How many Nova Minerals (NVA) shares does Nebari hold?

The filing reports 23,182,958 ordinary shares beneficially owned by Nebari Gold Fund 1, LP and Nebari Partners GP II, LLC.

What percentage of Nova Minerals does the 23,182,958 shares represent?

The reported position represents 5.77% of the outstanding ordinary shares, based on 401,501,417 shares reported by the ASX.

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

No; the filing states 0 sole voting power and 23,182,958 shared voting power, and similarly 0 sole dispositive power with 23,182,958 shared dispositive power.

Does the filing indicate an intent to influence control of Nova Minerals?

No; the certification states the securities were not acquired or held to change or influence control of the issuer.

Are the reported shares ADSs or ordinary shares?

The filing explains the CUSIP relates to ADSs and the number reflects ordinary shares underlying ADSs held by the reporting person.