SecProbe.io

October 16, 2024
Ibrahima Tall
Chief Executive Officer
Namib Minerals
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Tulani Sikwila
Chief Financial Officer
Greenstone Corporation
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Re:Namib Minerals
Draft Registration Statement on Form F-4
Submitted September 13, 2024
CIK No. 0002026514
Dear Ibrahima Tall and Tulani Sikwila:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Draft Registration Statement on Form F-4 submitted September 13, 2024
Cover Page
1.We note your disclosure here that "Upon the completion of the Business Combination,
PubCo will be a “controlled company” under the Nasdaq Stock Market Listing
Rules."  Please revise to disclose that Mizilakazi Godfrey Khumalo will be the
controlling shareholder of PubCo and the aggregate voting power Mr. Khumalo will
hold upon the completion of the Business Combination.

October 16, 2024
Page 2
2.We note your disclosure that the Sponsor and certain transferees will receive (i) up to
10,000,000 PubCo Ordinary Shares upon the conversion of the 11,339,318 shares of
SPAC Class B Common Stock, and (ii) 2,359,217 PubCo Warrants upon the
conversion of the 2,359,217 SPAC Private Placement Warrants. Please revise your
disclosure here regarding compensation received by Sponsor to include the balance
due under the working capital loans and the $15,000 per-month aggregate fee payable
to the Sponsor for general and administrative services. In addition, disclose the $1.75
million capital contribution that is due to Polar Multi-Strategy Master Fund and
the aggregate of approximately $1.16 million in deferred compensation that is due to
former executives of the SPAC. Refer to Item 1604(a)(3) of Regulation S-K.
3.We note your disclosure that certain HCVI directors and officers have interests in the
Business Combination that may conflict with stockholder' interests and the cross-
reference to the location in the prospectus of your conflicts of interest
disclosure. Revise to briefly state here whether in connection with the de-SPAC
transaction, there may be any actual or potential material conflict of interest, including
any material conflict of interest that may arise in determining whether to proceed with
a de-SPAC transaction  and any material conflict of interest arising from the manner
in which the special purpose acquisition company compensates a SPAC sponsor,
officers, and directors or the manner in which a SPAC sponsor compensates its
officers and directors, between: on one hand, the SPAC sponsors, their affiliates,
SPAC officers, SPAC directors, or promoters, target company officers or target
company directors; and, on the other hand, unaffiliated security holders of the
SPAC. Refer to Item 1604(a)(4) of Regulation S-K.
4.We note you disclosure that the holders of the SPAC Class B Common Stock and
each member of HCVI’s management team, which collectively own approximately
68.3% of the outstanding SPAC Common Stock, have previously agreed to vote all of
their SPAC Class B Common Stock in favor of a business combination proposed to
them for approval, including the Business Combination, and that accordingly, a
stockholder’s failure to vote in person or by proxy at the special meeting will have no
effect on the outcome of the vote on any of the Proposals. As it appears that
shareholder approval of the Business Combination and other Proposals will be assured
assuming the parties that executed voting agreements vote as indicated, please revise
your disclosure here and throughout your proxy statement/prospectus to state so
explicitly. If you believe shareholder approval is not assured, please explain why.
Questions and Answers About the Business Combination and the HCVI Stockholders'
Meeting
Q. What happens if a substantial number of Public Stockholders vote in favor of the Business
Combination Proposal , page xxii
5.We note you will disclose the net tangible book value per share as adjusted for a
Maximum Redemption Scenario, 50% Redemption Scenario, and No Redemption
Scenario. Please expand your disclosure to include a range of redemption scenarios
that will reasonably inform investors of potential outcomes.

October 16, 2024
Page 3
Summary of the Proxy Statement/Prospectus, page 1
6.Please provide the tabular and other compensation disclosure relating to the SPAC
sponsor, its affiliates, and promoters required by Item 1604(b)(4) of Regulation S-K.
We note you provided some of this disclosure under the heading "Interests of HCVI’s
Directors and Officers in the Business Combination."

Other Agreements Related to the Business Combination Agreement, page 9
7.We note your disclosure that pursuant to the Sponsor Support Agreement, the Sponsor
and certain of other stockholders of HCVI have agreed to not transfer or redeem any
shares of SPAC Common Stock and SPAC Warrants held by them prior to the
Closing. Please disclose whether consideration (in cash or in other form of value) was
provided in exchange for the agreement by these parties to waive redemption rights.
Refer to Item 1603(a)(8) of Regulation S-K.
Registration Rights and Lock-up Agreement, page 10
8.Please revise to quantify the number of shares subject to registration rights pursuant to
the Registration Rights Agreement.
Interests of HCVI’s Directors and Officers in the Business Combination, page 12
9.Please revise your disclosure here and elsewhere as appropriate in your filing to also
address whether the target company officers or directors have any actual or potential
material conflicts of interest, including any material conflict of interest that may arise
in determining whether to proceed with the business combination, with unaffiliated
security holders of the SPAC. Refer to Items 1603(b) and 1604(b)(3) of Regulation S-
K.
Selected Historical Financial Data of HCVI, page 21
10.Please revise the historical financial data to provide the summary of statement of cash
flows data for all the periods presented. Also, revise to identify that HCVI’s financial
statements are presented in accordance with generally accepted accounting principles
in the United States.
Summary Unaudited Pro Forma Condensed Consolidated Combined Financial Information,
page 25
11.In paragraph one you refer to HCVI and paragraph three you refer to Hennessy.
Please revise the disclosures so that all references to entities within this section are
consistent. Also, revise paragraph four to disclose there are three redemption
scenarios being disclosed.
Risk Factors
Risks Relating to Greenstone
Mining is inherently hazardous and the related risks of events that cause disruptions to our
mining operations may adversely impact , page 31
Please revise your disclosure to describe any safety incidents, including as the result
of the activities of artisanal or illegal miners, trespassers, squatters, and other forms of 12.

October 16, 2024
Page 4
encroachment that have occurred at your mines. In this regard, we note recent news
articles indicating the Redwing Mine has been the site of several incidents, including a
collapse in January 2024 that trapped miners underground.
Since operations at our Mazowe Mine and Redwing Mine were halted in 2018 and 2019,
respectively, we have been subject to litigation, page 41
13.We note your disclosure that, on February 15, 2024, another application was filed
with the High Court of Zimbabwe to place the Mazowe Mining Company in corporate
rescue proceedings, and that if corporate rescue proceedings are approved, your plans
to restart the mines and your interests in the assets may be materially adversely
affected. We also note that it is a closing condition in the business combination
agreement that as of immediately prior to the SPAC Merger Effective Time, no Group
Company or any Acquisition Entity shall be in bankruptcy, receivership,
administration, restructuring, corporate rescue, or other similar proceedings. Please
revise your disclosure to address the risks to closing of your business combination
relating to this pending application to place the Mazowe Mining Company in
corporate rescue proceedings.
Greenstone's purchase of the Mazowe Mine, the Redwing Mine, and the How Mine from
Metallon may be subject to potential claims, page 42
14.We note your disclosure that, on June 17, 2024, Greenstone entered into a share
purchase agreement (the “BMC Purchase Agreement”), pursuant to which, among
other things, Metallon sold all of the authorized and issued shares of BMC to
Greenstone in exchange for consideration of approximately £53.2 million (the
“Purchase Price”) to be paid by the Mizilakazi Godfrey Khumalo and the Company
Requisite Shareholder (the "Guarantors"). We further note that to date the Purchase
Price has not been satisfied and that Metallon's insolvency proceedings (the
“Administration”) may not be completed until such payment is satisfied. Since the
Purchase Price has not been paid, please revise to clarify whether Greenstone actually
owns BMC, which indirectly holds the Mazowe Mine, the Redwing Mine, and the
How Mine and represents substantially all of Greenstone’s assets. Please also file a
copy of the BMC Purchase Agreement as an exhibit or tell us why you do not believe
you are not required to do so. Refer to Item 21 of Form F-4 and Item 601(b)(10) of
Regulation S-K.
Risks Related to HCVI and the Business Combination, page 57
We note your disclosure on page 89 that in September and October 2023, the
underwriters of HCVI’s IPO agreed to waive their deferred underwriting
compensation of $11,933,000. Please revise to identify the underwriters and disclose
the circumstances surrounding their agreement to waive deferred underwriting fees,
including the reasons for the waiver. Please also include risk factor disclosure that
addresses the following, as appropriate:
•whether the firms performed substantially all of their obligations to earn their fees
and, therefore, are gratuitously waiving the right to be compensated;
•the unusual nature of such a fee waiver and the impact on the evaluation of the
transaction;15.

October 16, 2024
Page 5
•caution that investors should not place any reliance on the fact that the firms were
previously involved with the transaction;
•the material impact, if any, of agreement provisions that survive the resignation or
fee waiver, such as indemnification, contribution, rights of first refusal or lockups;
and
•if the firms were involved in preparing registration statement disclosure, the risk
of relying on the firms' expertise despite their withdrawal of services and the
rationale for continuing to rely on information disclaimed by the firms.
16.If the assets in your trust account are securities, including U.S. Government securities
or shares of money market funds registered under the Investment Company Act
and regulated pursuant to rule 2a-7 of that Act, disclose the risk that you could be
considered to be operating as an unregistered investment company. Disclose that if
you are found to be operating as an unregistered investment company, you may be
required to change your operations, wind down your operations, or register as an
investment company under the Investment Company Act. Also include disclosure
with respect to the consequences to investors if you are required to wind down your
operations as a result of this status, such as the losses of the investment opportunity in
a target company, any price appreciation in the combined company, and any warrants,
which would expire worthless.
Sponsor, officers, and directors have agreed to vote in favor of the Business Combination,
regardless of how the Public Stockholders of HCVI, page 57
17.We note your disclosure indicating that since HCVI’s Sponsor, officers, and directors
have agreed to vote any shares of SPAC Common Stock owned by them in favor of
the Business Combination, including their shares of SPAC Class B Common Stock
and any SPAC Class A Common Stock purchased after the IPO, it is more likely that
the necessary stockholder approval will be received than would be the case if such
persons agreed to vote their shares of SPAC Common Stock in accordance with the
majority of the votes cast by the Public Stockholders of HCVI. Please revise to clarify
that the necessary stock holder approval of the Business Combination will be assured
assuming the parties that executed voting agreements vote as indicated.
There can be no assurance that HCVI will be able to comply with the continued listing
standards of Nasdaq, page 61
18.We note the 8-K filed by HCVI on October 9, 2024 to disclose that it received a
notice on October 1, 2024 from the staff of the Listing Qualifications Department of
the Nasdaq Stock Market regarding non-compliance with Nasdaq Rule IM- 5101-
2, which requires that a special purpose acquisition company must complete one or
more business combinations within 36 months of the effectiveness of its initial public
offering registration statement. The notice also discloses that a hearing request will
stay potential suspension or delisting action pending the hearing, and HCVI intends to
timely request a hearing. Please revise your disclosures here and elsewhere, as
appropriate, to address this notice and provide an update on the status of any hearing
related to the notice. Please also expand your disclosure regarding risks related to a
potential delisting from the exchange.

October 16, 2024
Page 6
Unaudited Pro Forma Condensed Consolidated Combined Financial Information, page 69
19.Please expand the introductory disclosure to include a brief discussion explaining
what the pro forma presentation shows as it relates to the Business Combination and
other events referred to as the Pro Forma Transactions, the anticipated accounting
treatment, and include reference to the additional footnote disclosures as applicable.
We refer you to Rule 11-02(a)(2) of Regulation S-X.
20.We refer you to pro forma adjustment K.  We acknowledge that the financial amounts
have not been disclosed yet. Please disclose if the adjustment for the net assets of
HCVI has been adjusted for the cash paid for the redemptions of SPAC Class A
common stock presented in pro forma adjustment “I.”
21.We refer you to pro forma adjustments L and M.  Please tell us if pro forma
adjustment for the settlements of notes payable under the Polar Subscriptions I and II
also includes amounts recorded in connection with in the change in fair value of the
extension notes payable.
22.We refer you to pro forma adjustment EE. To the extent material, disclose the pro
forma adjustments that are excluded from determining a pro forma tax rate. For
example, disclose if the deemed listing expense from a share-based transaction is
included or excluded from the pro forma taxable adjustments based on its
qualification as a corporate tax deduction under applicable tax legislation.
23.Please tell us how the pro forma adjustments account for the conversions of HCVI
Class B common stock into Pubco common stock, after giving effect to certain
forfeitures by the Sponsor.
6. Pro Forma Earnings (Loss) Per Share Information, page 80
24.Please revise the weighted average common shares outstanding-basic and diluted to
present the disaggregated share amounts for HCVI public shareholders, HCVI sponsor
and Anchor investors, the Company or Greenstone shareholders, and PIPE
investors. See Rule 11-02(a)(9) of Regulation S-X.
The Business Combination, page 88
25.Please update your disclosure to discuss the special meeting of the stockho