Sec Form 13D Filing - Tulani Sikwila filing for - 2025-06-11

The business address of each of the Reporting Persons is BMW Plaza, 9th Floor, 50 Street, Panama City, Republic of Panama, P.O. Box 0816-00744.

The principal occupation of Mr. Sikwila is serving as the Chief Financial Officer and Director of the Issuer. The present principal business of NostroHeritage is that of a private investment entity for Mr. Sikwila, engaged in the purchase and sale of assets for investment.

None of the Reporting Persons has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons was, 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.

Mr. Sikwila is a citizen of South Africa. NostroHeritage is organized under the laws of Panama.

NostroHeritage received the securities reported herein 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 Persons and is incorporated herein by reference.

Business Combination On June 17, 2024, the Issuer, Red Rock Acquisition Corporation, a Delaware corporation formerly known as Hennessy Capital Investment Corp. VI, Midas SPAC Merger Sub Inc., a Delaware corporation, Cayman Merger Sub Ltd., an exempted company limited by shares incorporated under the laws of the Cayman ("Company Merger Sub"), and Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands ("Greenstone"), entered into a Business Combination Agreement (the "Business Combination Agreement"). On June 5, 2025 (the "Closing Date"), the transactions (collectively, the "Business Combination") contemplated by the Business Combination Agreement were consummated (the "Closing"). As a result of the Business Combination, among other things, Company Merger Sub merged (the "Company Merger") with and into Greenstone with Greenstone being the surviving entity of the Company Merger and becoming a wholly-owned subsidiary of the Issuer and NostroHeritage received 4,838,126 Ordinary Shares and the right to receive 2.97 million of additional Ordinary Shares in contingent consideration, subject to the achievement of certain operational milestones of the Issuer over an eight-year period after the Closing Date, in exchange for its equity interests in Greenstone. After consummation of the Business Combination, the board of directors and management of the Issuer was comprised of the following individuals: (1) Tulani Sikwila, Chief Financial Officer and Director; (2) Ibrahima Tall, Chief Executive Officer and Director; (3) Siphesihle Mchunu, General Counsel and Director; (4) Molly P. Zhang (aka Peifang Zhang), Director; (5) Dennis A. Johnson, Director; and (6) Tito Botelho Martins Junior, Director. In connection with Closing, the board of directors of the Issuer, consisting of Messrs. Sikwila, Tall and Mchunu, appointed Ms. Zhang and Messrs. Johnson and Martins as directors. In connection with Closing, the Issuer adopted the Second Amended and Restated Memorandum and Articles of Association. Registration Rights and Lock-up Agreement In connection with Closing, NostroHeritage entered into a Registration Rights and Lock-up Agreement (the "Registration Rights Agreement") with the Issuer and certain other shareholders of the Issuer (collectively with NostroHeritage, the "Holders") pursuant to which, among other things, the Issuer granted the Holders customary demand and piggyback registration rights. In addition, certain of the Holders, including NostroHeritage, agreed not to transfer for a period of 12 months after the Closing Date any equity in the Issuer acquired by such person in connection with the Business Combination, including the 4,838,126 Ordinary Shares the Reporting Persons received as a result of the Business Combination (such equity, "Lock-up Shares"), subject to exceptions, provided that (x) 50% of the Lock-up Shares will be released on such date on which the last reported sale price of the Ordinary Shares equals or exceeds $12.50 per Ordinary Share (as adjusted for share splits, share combinations, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing Date; and (y) the other 50% of the Lock-up Shares will be released on the date on which the last reported sale price of the Ordinary Shares equals or exceeds $15.00 per Ordinary Share (as adjusted for share splits, share combinations, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing Date. General The Reporting Persons acquired the securities described in this Statement in connection with the Closing and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the Registration Rights Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell or otherwise dispose of all or a portion of the securities then held, in the open market or in privately negotiated transactions or otherwise. In addition, the Reporting Persons may engage in discussions with management, the board of directors, and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the board of directors of the Issuer. The Reporting Persons have no current intent to propose any such transaction or other action, and there can be no assurance that any such transaction or other action, if proposed, would be successfully implemented. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

The Reporting Persons beneficially own 4,838,126 Ordinary Shares representing 9.0% of such Ordinary Shares. Such Ordinary Shares are held of record by NostroHeritage, and Mr. Sikwila is deemed a beneficial owner. The Reporting Persons have power to vote or direct the vote, and sole power to dispose or direct the disposition, of 4,838,126 Ordinary Shares.

The Reporting Persons beneficially own 4,838,126 Ordinary Shares representing 9.0% of such Ordinary Shares. Such Ordinary Shares are held of record by NostroHeritage, and Mr. Sikwila is deemed a beneficial owner. The Reporting Persons have power to vote or direct the vote, and sole power to dispose or direct the disposition, of 4,838,126 Ordinary Shares.

The information set forth in Item 4 of Statement is incorporated by reference herein. Except as described in Item 4 of this Statement, the Reporting Persons have not engaged in any transactions in the Ordinary Shares in the past sixty days.

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 Persons.

Not applicable.

Item 4 of this Statement summarizes certain provisions of the Business Combination Agreement and the Registration Rights Agreement and is incorporated herein by reference. A copy of each of these agreements is attached as an exhibit to this Statement and is incorporated herein by reference. Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationsh ips (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.

Exhibit A -- Joint Filing Agreement among the Reporting Persons, dated June 11, 2025. Exhibit B -- Business Combination Agreement, dated as of June 17, 2024, by and among Red Rock Acquisition Corporation, Namib Minerals, Midas SPAC Merger Sub Inc., Cayman Merger Sub Ltd., and Greenstone Corporation (incorporated by reference to Annex A-1 to Namib Minerals' Registration Statement on Form F-4 (File No. 333-283650), filed with the SEC on April 15, 2025). Exhibit C -- Amendment No. 1 to the Business Combination Agreement, dated as of December 6, 2024, by and among Red Rock Acquisition Corporation, Namib Minerals, Midas SPAC Merger Sub Inc., Cayman Merger Sub Ltd., and Greenstone Corporation (incorporated by reference to Annex A-2 to Namib Minerals' Registration Statement on Form F-4 (File No. 333-283650), filed with the SEC on April 15, 2025). Exhibit D -- Amendment No. 2 to the Business to the Business Combination Agreement, dated as of April 14, 2025, by and among Red Rock Acquisition Corporation, Namib Minerals, Midas SPAC Merger Sub Inc., Cayman Merger Sub Ltd., and Greenstone Corporation (incorporated by reference to Annex A-3 to Namib Minerals' Registration Statement on Form F-4 (File No. 333-283650), filed with the SEC on April 15, 2025). Exhibit E -- Registration Rights and Lock-up Agreement, dated as of June 5, 2025, by and among Namib Minerals, Hennessy Capital Partners VI LLC, Red Rock Acquisition Corporation, and each of the securityholders party thereto (incorporated by reference to Exhibit 4.7 to Namib Minerals' Shell Company Report on Form 20-F filed on June 5, 2025). Exhibit F -- Second Amended and Restated Memorandum and Articles of Association of Namib Minerals (incorporated by reference to Exhibit 1.1 to Namib Minerals' Shell Company Report on Form 20-F filed on June 5, 2025).