SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on August 24, 2026
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Namib Minerals (Name of Issuer) | |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) | |
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Mzilikazi Godfrey Khumalo Francois-Bellot 6, Geneva, V8, 1206 44 7584 328460 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | |
06/29/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | G63638103 |
| 1 |
Name of reporting person
Mzilikazi Godfrey Khumalo | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SOUTH AFRICA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Namib Minerals | |
| (c) | Address of Issuer's Principal Executive Offices:
71 Fort Street, P.O. Box 500, Grand Cayman,
CAYMAN ISLANDS
, KY1-1106. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed by Mzilikazi Godfrey Khumalo (the "Reporting Person") on June 11, 2025 (the "Original Schedule 13D"),with respect to the ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of Namib Minerals (the "Issuer"). This Amendment is being filed to report (i) the sale of 4,886,996 Ordinary Shares by the Reporting Person in a series of broker assisted, open market transactions for average price of approximately $3.46 per share between August 2025 and February 2026; and (ii) the execution of a Share Loan Agreement, dated as of June 29, 2026, by and between the Reporting Person and Southern SelliBen Trust (the "Trust"), pursuant to which the Trust transferred 4,000,000 Ordinary Shares to the Reporting Person and the Reporting Person granted the Trust a security interest in and assigned to the Trust all of the Reporting Person's right and interest to any earnout shares that the Reporting Person may be entitled to receive from the Issuer. | ||
| Item 2. | Identity and Background | |
| (a) | This Statement is being filed by the Reporting Person | |
| (b) | The address of the Reporting Person is Francois-Bellot 6, 1206 Geneva, Switzerland. | |
| (c) | The principal occupation of the Reporting Person is investor and entrepreneur. | |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Person was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of South Africa. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Person received the Ordinary Shares on June 5, 2025 as consideration in connection with the Business Combination (as defined below) involving the Issuer. Item 4 of this Statement provides a general overview of the Business Combination and summarizes the certain provisions of the Business Combination Agreement and Registration Rights Agreement (each as defined below) that pertain to the Ordinary Shares acquired by the Reporting Person and is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
The responses to Items 1, 2, 4, 5 and 6 of this Amendment are incorporated into this Item 3 by reference in their entirety | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information relating to the beneficial ownership of Ordinary Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover page hereto is incorporated by reference. | |
| (b) | The information relating to the beneficial ownership of Ordinary Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference. | |
| (c) | The Reporting Persons have not effected any transactions in the Ordinary Shares during the past 60 days except as disclosed in this Amendment, which information is incorporated by reference in this Item 5(c). | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares owned by the Reporting Person. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Share Loan Agreement, dated June 29, 2026, by and between Mzilikazi Godfrey Khumalo and Southern SelliBen Trust | ||
| 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.
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