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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number 001-42685
Namib Minerals
(Translation of registrant’s name into English)
71 Fort Street, PO Box 500,
Grand Cayman, Cayman Islands, KY1-1106
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Namib Minerals Regains Compliance with Nasdaq Listing Rules
As previously reported, Namib Minerals (the “Company”) received a written notice from the Nasdaq Listing Qualifications Department (the “Staff”) on January 30, 2026 notifying the Company that its ordinary shares, par value $0.0001, did not meet the minimum market value of publicly held shares of $15,000,000 (the “MVPHS”) requirement for continued listing on the Nasdaq Global Market (“Nasdaq”) pursuant to Nasdaq Listing Rule 5450(b)(2)(C) (the “Rule”).
On February 18, 2026, the Company received a letter from Nasdaq indicating that the Staff determined that the Company met the MVPHS requirement for more than ten consecutive trading days. Accordingly, the Company has regained compliance with the Rule, and the matter is now closed. On February 19, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Report, regarding the Letter and regaining compliance.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company, dated February 19, 2026. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAMIB MINERALS | ||
| By: | /s/ Ibrahima Tall | |
| Name: | Ibrahima Tall | |
| Title: | Chief Executive Officer | |
Date: February 19, 2026
2
Exhibit 99.1
Namib Minerals Regains Compliance with Nasdaq Listing Rules
NEW YORK, Feb. 19, 2026 (GLOBE NEWSWIRE) -- Namib Minerals (“Namib Minerals” or “the Company”) (Nasdaq: NAMM) today announced that on February 18, 2026 the Company received a letter from the Nasdaq Stock Market LLC (”Nasdaq”) stating that the Company has regained compliance with the minimum market value of publicly held shares (“MVPHS”) requirement under Nasdaq Listing Rule 5450(b)(2)(C) (the “Rule”). Accordingly, the Company is now in compliance with all applicable listing standards, and its ordinary shares will continue to be listed on the Nasdaq Global Market.
The Company was previously notified by Nasdaq on January 30, 2026, that it was not in compliance with the MVPHS requirement because its ordinary shares had failed to maintain an MVPHS of at least $15,000,000 as required by the Rule. In order to regain compliance with the Rule, the Company was required to maintain an MVPHS of $15,000,000 or more for at least 10 consecutive trading days, and Nasdaq determined that this requirement was met.
About Namib Minerals
Namib Minerals (NASDAQ: NAMM) is a gold producer, developer and explorer with operations focused in Zimbabwe. Namib Minerals is a significant player in Africa’s mining industry, driving sustainable growth and innovation across the sector. Currently Namib Minerals operates the How Mine, an underground gold mine in Zimbabwe, and aims to restart two assets in Zimbabwe. For additional information, please visit namibminerals.com.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts contained in this update are forward-looking statements. Any statements that refer to estimates or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. Forward-looking statements include, without limitation, future compliance with Nasdaq requirements. The forward-looking statements are based on our current expectations and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks and uncertainties. You should carefully consider the risks and uncertainties described in the filings we make with Securities and Exchange Commission. We caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made.
Contacts:
Investor Relations:
ir@namibminerals.com