Correspondence 0001213900-24-106484 from Namib Minerals (NAMM)
Namib Minerals
Date: Dec. 6, 2024 · CIK: 0002026514 · Accession: 0001213900-24-106484
AI Filing Summary & Sentiment
Referenced dates: October 16, 2024
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December 6, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention:
Brian McAllister
Shannon Buskirk
John Coleman
Anuja Majmudar
Irene Barberena-Meissner
Re:
Namib Minerals, as Registrant (CIK No. 0002026514)
Greenstone Corporation, as Co-Registrant (CIK No. 0002034129)
Draft Registration Statement on Form F-4, Confidentially Submitted September 13, 2024
Staff Comment Letter Dated October 16, 2024
Ladies and Gentlemen:
This letter is submitted on
behalf of our client, Namib Minerals, a foreign private issuer and exempted company limited by shares incorporated under the laws of the
Cayman Islands (the “Company”), and its co-registrant, Greenstone Corporation, a foreign private issuer and exempted
company limited by shares incorporated under the laws of the Cayman Islands (the “Co-Registrant” or “Greenstone”
and, together with the Company, the “Registrants”), in response to the comments of the staff of the Division of Corporation
Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect
to the Registrants’ Draft Registration Statement on Form F-4, confidentially submitted to the Commission on September 13, 2024 (the
“Draft Registration Statement”), as set forth in your letter dated October 16, 2024 addressed to Ibrahima Tall and
Tulani Sikwila (the “Comment Letter”). In submitting this response, the Registrants are concurrently filing publicly
with the Commission, electronically via EDGAR, a registration statement on Form F-4 (the “Registration Statement”),
which includes changes that reflect responses to the Staff’s comments.
The headings and numbered
paragraphs of this letter correspond to those contained in the Comment Letter, and to facilitate your review, the text of the Comment
Letter has been reproduced herein, followed by the Company’s response to each comment. Unless otherwise indicated, page references
in the descriptions of the Staff’s comments refer to the Draft Registration Statement, and page references in the Company’s
responses below refer to the Registration Statement.
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 Mzilakazi 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.
Response to Comment No. 1
The Company acknowledges the Staff’s
comment and has revised the disclosure on the Cover Page to indicate that the Southern SelliBen Trust (the “Trust”) is expected
to be the controlling shareholder of PubCo following the consummation of the Business Combination, at which time the Trust is expected
to control approximately 50.3% of the PubCo Ordinary Shares, assuming a no redemptions scenario. The Company has confirmed with the trustee
that Mzilakazi Godfrey Khumalo, the settlor of the Trust, does not have voting or dispositive power over the securities held by the Trust.
This determination has been made in accordance with Rule 13d-3 of the Exchange Act of 1934, as amended, and is not necessarily indicative
of beneficial ownership for any other purpose, including as set forth in the Company’s response to Comment 58.
Greenberg
Traurig, LLP n Attorneys
at Law n WWW.GTLAW.COM
1840 Century Park East, Suite 1900 n
Los Angeles, California 90067-2121 n
Tel 310.586.7700 n
Fax 310.586.7800
U.S. Securities and Exchange Commission
Division of Corporation Finance
December 6, 2024
Page 2 of 26
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.
Response to Comment No. 2
The Company acknowledges the Staff’s comment and has
revised the disclosure on the Cover Page accordingly.
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.
Response to Comment No. 3
The Company acknowledges the Staff’s comment and has
revised the disclosure on the Cover Page accordingly.
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.
Response to Comment No. 4
The Company acknowledges the Staff’s
comment and has revised the disclosure on the Cover Page accordingly.
U.S. Securities and Exchange Commission
Division of Corporation Finance
December 6, 2024
Page 3 of 26
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.
Response to Comment No. 5
The Company acknowledges the Staff’s comment and has
revised the disclosure on page xxii accordingly.
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.”
Response to Comment No. 6
The Company acknowledges the Staff’s comment and has
revised the disclosure on pages 14-15 accordingly.
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.
Response to Comment No. 7
The Company acknowledges the Staff’s comment and has
revised the disclosure on page 10 accordingly.
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.
Response to Comment No. 8
The Company acknowledges the Staff’s comment and has
revised the disclosure on page 11 and 145 accordingly.
U.S. Securities and Exchange Commission
Division of Corporation Finance
December 6, 2024
Page 4 of 26
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.
Response to Comment No. 9
The Company acknowledges the Staff’s comment and has
revised the disclosure on pages xxvii, 14, 69-70, and 93-94 accordingly.
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.
Response to Comment No. 10
The Company acknowledges the Staff’s comment and has
revised the disclosure on page 23 accordingly.
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.
Response to Comment No. 11
The Company acknowledges the Staff’s comment and has
revised the disclosure on page 27 accordingly.
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
12. 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 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.
Response to Comment No. 12
The Company acknowledges the Staff’s comment and has
revised the disclosure on page 34 accordingly.
U.S. Securities and Exchange Commission
Division of Corporation Finance
December 6, 2024
Page 5 of 26
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.
Response to Comment No. 13
The Company acknowledges the Staff’s comment and has
revised the disclosure on page 45 accordingly.
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 Mzilakazi 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.
Response to Comment No. 14
The Company acknowledges the Staff’s comment and respectfully
advises the Staff that it has revised the disclosure on page 45 to clarify that, notwithstanding the nonpayment of the Purchase Price
by the Guarantors, Greenstone is the current beneficial owner of all of the shares of BMC in accordance with the terms of the BMC Purchase
Agreement. Legal title to the shares will be transferred once the payment of the applicable U.K. stamp duty tax is made and the shares
are registered with U.K. Companies House in Greenstone’s name. In addition, a copy of the BMC Purchase Agreement is filed as Exhibit
10.9 to the Registration Statement.
Risks Related to HCVI and the Business Combination,
page 57
15. 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;
● 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