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

Rhea-AI Filing Summary

Nebari Gold Fund 1, LP and its general partner Nebari Partners GP II, LLC report beneficial ownership of 27,390,638 ordinary shares of Nova Minerals Limited, representing 6.82% of the outstanding ordinary shares based on 401,501,417 shares outstanding as reported by the ASX. All reported shares reflect ordinary shares underlying American Depositary Shares (CUSIP 66982D104). The filing shows no sole voting or dispositive power; voting and dispositive power is shared by the reporting persons. The statement affirms the holdings were not acquired to change control of the issuer.

Positive

• Disclosed a material minority stake of 27,390,638 shares representing 6.82% of outstanding ordinary shares.
• Transparency on voting/dispositive power: the filing specifies shared voting and dispositive power with no sole control.
• Certification included that the shares were not acquired to change or influence control of the issuer.

Negative

• None.

Insights

Securities Analyst

TL;DR: A disclosed stake of 6.82% signals a meaningful minority position with shared voting and dispositive power.

The filing documents that Nebari Gold Fund 1, LP and its GP hold 27,390,638 ordinary shares of Nova Minerals (6.82%). The position is reported as shared voting and dispositive power, with no sole control. For investors, a disclosed >5% stake is material because it requires public reporting and increases transparency about concentrated ownership. The filing explicitly ties the reported number to ADSs and the underlying ordinary shares using the provided ASX share count.

Corporate Governance Expert

TL;DR: Ownership structure shows influence potential via shared voting power but no indication of an attempt to change control.

The report clarifies that the reporting persons share both voting and dispositive power over the 27,390,638 shares and certify the holdings were not acquired to influence control. This distinction matters for governance scrutiny: shared power can still allow coordination on shareholder matters while the certification limits implications of an imminent control contest. The filing includes signatures and certification language consistent with Schedule 13G disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Nova Minerals Limited

(Name of Issuer)

Ordinary Shares and American Depositary Shares

(Title of Class of Securities)

66982D104

(CUSIP Number)

09/22/2025

(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 27,390,638.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 27,390,638.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,390,638.00

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)

6.82 %

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 27,390,638.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 27,390,638.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

27,390,638.00

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)

6.82 %

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 27,390,638 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: 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 27,390,638 GP 27,390,638
(b)	Percent of class: NGF1 6.82 GP 6.82
(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 27,390,638 GP 27,390,638
	(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 27,390,638 GP 27,390,638
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:	09/22/2025

Nebari Partners GP II, LLC

Signature:	/s/ John Clark Gillam
Name/Title:	John Clark Gillam
Date:	09/22/2025

FAQ

How many Nova Minerals (NVAWW) shares do Nebari entities report owning?

They report beneficial ownership of 27,390,638 ordinary shares, representing 6.82% of outstanding shares.

What type of ownership power do the reporting persons claim on the Schedule 13G/A?

The reporting persons declare 0 sole voting/dispositive power and 27,390,638 shared voting and shared dispositive power.

Which securities and CUSIP are referenced in the filing?

The filing references Ordinary Shares and American Depositary Shares with CUSIP 66982D104.

On what share count is the percent ownership based?

Percent ownership of 6.82% is based on 401,501,417 fully paid issued and outstanding ordinary shares as reported by the ASX.

Did the filers state intent to influence control of Nova Minerals?

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