[SCHEDULE 13G/A] Nova Minerals Ltd SEC Filing

Rhea-AI Filing Summary

Nova Minerals has a Schedule 13G amendment reporting that Nebari Gold Fund 1, LP and its general partner Nebari Partners GP II, LLC each beneficially own 19,102,958 ordinary shares (through ADSs), representing 4.75% of the outstanding ordinary shares. The filing states the shares are held with shared voting and shared dispositive power (no sole voting or dispositive power). The CUSIP reported corresponds to the ADSs, and the filing notes each ADS represents underlying ordinary shares; the holding figure is based on 402,141,917 fully paid issued and outstanding ordinary shares as reported by the ASX. The statement certifies the position is not held to change or influence control of the issuer.

Insights

Securities Analyst

TL;DR: Report discloses a passive 4.75% stake held with shared voting/dispositive power; below 5% threshold for greater reporting impact.

The filing shows Nebari-affiliated entities collectively beneficially own 19,102,958 ordinary shares (via ADSs) representing 4.75% of Nova Minerals' issued ordinary shares. Ownership is exercised with shared voting and dispositive authority, indicating control is distributed within the Nebari structure rather than concentrated in a single decision-maker. Because the position is under 5% and the filer certifies it was not acquired to change control, this is a routine beneficial ownership disclosure rather than a strategic control move. Investors should view this as transparency on an institutional holder's stake rather than a corporate governance shift.

Corporate Governance Expert

TL;DR: Governance impact is limited: shared powers and stake below 5% imply minimal influence on corporate control or board composition.

The form clarifies that voting and disposition rights are shared between Nebari Gold Fund 1, LP and its GP, which suggests decision-making is managed within the partnership framework. The explicit certification that the position is not intended to influence control further reduces the filing's materiality for governance changes. As this is an amendment to a Schedule 13G filing, it primarily enhances public disclosure of Nebari's passive holdings in Nova Minerals rather than signaling activist intent.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Nova Minerals Limited

(Name of Issuer)

Ordinary Shares and American Depositary Shares

(Title of Class of Securities)

66982D104

(CUSIP Number)

09/30/2025

(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. 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 19,102,958.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 19,102,958.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,102,958.00

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)

4.75 %

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 402,141,917 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 19,102,958.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 19,102,958.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,102,958.00

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)

4.75 %

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 19,102,958 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 402,141,917 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 19,102,958 GP 19,102,958
(b)	Percent of class: NGF1 4.75 GP 4.75
(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 19,102,958 GP 19,102,958
	(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 19,102,958 GP 19,102,958
Item 5.	Ownership of 5 Percent or Less of a Class.
	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:	10/01/2025

Nebari Partners GP II, LLC

Signature:	/s/ John Clark Gillam
Name/Title:	John Clark Gillam
Date:	10/01/2025

FAQ

How many Nova Minerals (NVA) shares does Nebari own according to this filing?

The filing reports beneficial ownership of 19,102,958 ordinary shares (held via ADSs).

What percentage of NVA outstanding shares does 19,102,958 represent?

The reported holding represents 4.75% of the issuer's fully paid issued and outstanding ordinary shares.

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

No. The filing states 0 sole voting power and 0 sole dispositive power; voting and dispositive powers are shared.

Is this position reported as intended to influence control of Nova Minerals?

No. The filer certifies the securities were not acquired and are not held to change or influence control of the issuer.

What CUSIP and security class are reported in the Schedule 13G?

The filing lists CUSIP 66982D104 for Ordinary Shares and American Depositary Shares (ADSs).