Business Context and Reporting Period
This Form 6-K filing by Namib Minerals covers the month of January 2026 and was signed on February 5, 2026. The report discloses the receipt of a deficiency letter from the Nasdaq Listing Qualifications Department regarding the Company's continued listing status.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance regarding listing standards.
Material Changes and Listing Deficiency
On January 30, 2026, the Company received notification that its ordinary shares failed to meet the minimum market value of publicly held shares (MVPHS) requirement of $15,000,000 under Nasdaq Listing Rule 5450(b)(2)(C). This non-compliance occurred during the period from December 5, 2025, to January 20, 2026.
Outlook, Compliance Period, and Risks
- Compliance Period: The Company has 180 calendar days, until July 29, 2026, to regain compliance.
- Compliance Criteria: The Company must achieve an MVPHS of at least $15,000,000 for a minimum of ten consecutive business days. Nasdaq may require up to 20 consecutive business days to demonstrate long-term compliance.
- Consequences of Non-Compliance: Failure to regain compliance by July 29, 2026, will result in written notification of delisting, subject to appeal.
- Alternative Option: The Company may apply to transfer its securities to the Nasdaq Capital Market if it meets those applicable requirements.
- Current Trading Status: The deficiency letter has no immediate effect on listing or trading. Ordinary Shares (NAMM) and warrants (NAMMW) will continue to trade on Nasdaq during the compliance period.
Investor Verification Checklist
- Verify the current market value of publicly held shares to assess the gap to the $15,000,000 threshold.
- Monitor the Company's public announcements for any capital raising activities or strategic plans intended to restore MVPHS.
- Track the stock price and trading volume to determine if the ten-day consecutive compliance window is achievable.
- Review the Company's ability to meet Nasdaq Capital Market requirements as a potential fallback option.