Sec Form 4 Filing - HENNESSY DANIEL J @ Red Rock Acquisition Corp. - 2025-06-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
HENNESSY DANIEL J
2. Issuer Name and Ticker or Trading Symbol
Red Rock Acquisition Corp. [ HCVI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
C/O HENNESSY CAPITAL INVESTMENT CORP. VI, 195 US HWY 50, SUITE 309
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2025
(Street)
ZEPHYR COVE, NV89448
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 1 ) 06/05/2025 D 3,695,000 ( 1 ) ( 1 ) Class A Common Stock 3,695,000 $ 0 0 ( 2 ) I ( 3 ) See footnote. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HENNESSY DANIEL J
C/O HENNESSY CAPITAL INVESTMENT CORP. VI
195 US HWY 50, SUITE 309
ZEPHYR COVE, NV89448
X X CHIEF EXECUTIVE OFFICER
Hennessy Capital Partners VI LLC
195 US HWY 50, SUITE 309
ZEPHYR COVE, NV89448
X See Remarks
Hennessy Capital Group LLC
195 US HWY 50, SUITE 309
ZEPHYR COVE, NV89448
X See Remarks
Hennessy Thomas D
C/O HENNESSY CAPITAL INVESTMENT CORP. VI
195 US HWY 50, SUITE 309
ZEPHYR COVE, NV89448
X See Remarks
Signatures
/s/ Daniel J. Hennessy 06/09/2025
Signature of Reporting Person Date
/s/ Daniel J. Hennessy, Managing Member of Hennessy Capital Group LLC 06/09/2025
Signature of Reporting Person Date
/s/ Daniel J. Hennessy, Managing Member of Hennessy Capital Group LLC, Managing Member of Hennessy Capital Partners VI LLC 06/09/2025
Signature of Reporting Person Date
/s/ Thomas D. Hennessy 06/09/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Business Combination Agreement dated June 17, 2024, as amended, on June 5, 2025, the Issuer consummated its initial business combination with Namib Minerals ("PubCo"), with the Issuer surviving as a subsidiary of PubCo (the "Closing"). At the Closing, these securities were automatically cancelled in exchange for the right to receive ordinary shares of PubCo on a one-for-one basis.
( 2 )Amount has been adjusted to reflect the forfeiture of 7,544,318 shares of Class B common stock for no further consideration at the Closing pursuant to the Sponsor Letter Agreement, as amended and restated on April 14, 2025, which forfeiture is exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Securities Exchange Act of 1934, as amended.
( 3 )These shares of Class B common stock were held by Hennessy Capital Partners VI LLC ("HCP"). Daniel J. Hennessy, the Chairman of the Board and Chief Executive Officer of the Issuer, and Thomas D. Hennessy are the sole managing members of Hennessy Capital Group LLC, the managing member of HCP. Consequently, each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by HCP and have shared voting and dispositive control over such securities. Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by HCP in which he does not have any pecuniary interest.

Remarks:
By virtue of Mr. Daniel Hennessy's position as a director on the Board, for purposes of Section 16, each of the other Reporting Persons may be deemed to be a director of the Issuer by deputization of Mr. Daniel Hennessy.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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