Correspondence 0001213900-25-002653 from Namib Minerals (NAMM)
Namib Minerals
Date: Jan. 10, 2025 · CIK: 0002026514 · Accession: 0001213900-25-002653
AI Filing Summary & Sentiment
Referenced dates: December 20, 2024
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filename1.htm
January 10, 2025
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)
Registration Statement on Form F-4, Filed December 6, 2024
Staff Comment Letter Dated December 20, 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’ Registration Statement on Form F-4, filed with the Commission on December 6, 2024 (the “Registration
Statement”), as set forth in your letter dated December 20, 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, Amendment No. 1 to the Registration Statement on Form F-4 (the “Amendment No. 1”), 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 Registration Statement, and page references in the Company’s responses
below refer to the Amendment No. 1.
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
January 10, 2025
Page 2 of 10
The Company advises the Staff
that it intends to consummate the business combination as soon as practicable within the three months following the just-completed fiscal
year ended December 31, 2024. In connection therewith, in order to facilitate the timely completion of the business combination, the Registrants
are applying for a waiver from the Commission pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which states that a registration
statement for an initial public offering of a foreign private issuer’s securities contain audited financial statements of a date
not older than 12 months as of the date of filing. The Registrants’ waiver request is attached as Exhibit 99.4 to Amendment
No. 1.
Form F-4 filed December 6, 2024 Cover
Page
1. We note your revised disclosure contemplates the consummation
of a $60,000,000 PIPE Investment of SPAC Class A Common Stock at a price per share of $10.00 by certain investors and their permitted
successors and assigns. Revise your cover page to briefly describe any material financing transactions that will occur in connection
with the consummation of the de-SPAC transaction and revise your prospectus summary to include the material terms of such financing transaction.
Refer to Item 1604(a)(2) and (b)(5) of Regulation S-K.
Response to Comment No. 1
The Company acknowledges the Staff’s comment and has
revised the disclosure on the Cover Page and the prospectus summary at page 15 to reflect an anticipated PIPE Investment. The Company
respectfully advises the Staff that it will update the disclosure accordingly once the Company enters into a definitive agreement providing
for a material financing transaction.
Questions and Answers About the Business Combination and the HCVI
Stockholders’ Meeting
Q. What conditions must be satisfied to complete the Business Combination?,
page xxvii
2. We note your revised disclosure in response to prior comment
13 that if applications for corporate rescue proceedings are approved at either the Mazowe Mining Company or the Redwing Mining Company,
then HCVI would not be obligated to consummate the Business Combination and HCVI would be permitted to terminate the Business Combination
Agreement unless, in each case, HCVI waives such condition. Please revise your disclosure in this Question and Answer to describe this
closing condition.
Response to Comment No. 2
The Company acknowledges the Staff’s
comment and has revised the disclosure on page xxvii accordingly.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 10, 2025
Page 3 of 10
Sources and Uses of Funds for the Business Combination, page 18
3. We refer you to the tables summarizing sources and uses of funding
the business combination. Please disclose how you determined cash to balance sheet amounts in each of the redemption scenarios and how
you determined the estimated transaction fees and expenses of $18,460,000.
Response to Comment No. 3
The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 19-21 and 133-135 accordingly
Summary Unaudited Pro Forma Condensed Consolidated Combined Financial
Information, page 27
4. Please revise the loss for the year and loss per common shares-basic
and diluted as of December 31, 2023, to reconcile with the corresponding pro forma amounts presented on page 83. Also revise total assets,
liabilities, and shareholders’ deficit as of June 30, 2024, to reconcile with corresponding pro forma amounts on page 81.
Response to Comment No. 4
The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure on page 30 for the loss for the year and loss per common
shares-basic and diluted as of December 31, 2023, and the total assets, liabilities, and shareholders’ deficit as of June 30, 2024,
to reconcile with the corresponding pro forma amounts on pages 83-84 and 86, as applicable.
Risk Factors
Greenstone’s purchase of the Mazowe Mine, the Redwing Mine, and
the How Mine from Metallon may be subject to potential claims, page 45
5. We note your revised disclosure in response to prior comment
14. Please revise to disclose whether the Guarantors plan to pay the Purchase Price prior to the closing of your business combination.
Response to Comment No. 5
The company acknowledges the Staff’s
comment and has revised the disclosure on page 47 accordingly.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 10, 2025
Page 4 of 10
Nasdaq may delist our securities from trading on its exchange, which
could limit investors’ ability to make transactions in our securities, page 64
6. We note your revised disclosure in response to prior comment
18. Please revise to also address the consequences of a suspension or delisting by Nasdaq of HCVI securities, including that you may
no longer be attractive as a merger partner if you are no longer listed on an exchange, any potential impact on your ability to complete
an initial business combination and any impact on securities holders due to your securities no longer being considered “covered
securities.”
Response to Comment No. 6
The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 66-67 accordingly.
HCVI does not have a specified maximum redemption threshold, page
65
7. We note your revised disclosure in response to prior comment
42 and reissue the comment in part. Revise your risk factor disclosure to discuss the impact of HCVI’s securities being deemed a penny
stock on your listing on Nasdaq.
Response to Comment No. 7
The Company acknowledges the Staff’s
comment and has revised the disclosure on page 68 accordingly.
Investors should be aware that the gratuitous waiver of all or part
of the deferred underwriting fee is unusual, page 70
8. We note your revised disclosure in response to prior comment
15 that none of the Underwriters provided any additional detail regarding why they agreed to waive their respective underwriting fees.
Please revise to discuss in greater detail the circumstances surrounding the Underwriters’ agreement to waive their deferred fees, including
who initiated this waiver agreement and how it was obtained from the Underwriters.
Response to Comment No. 8
The Company acknowledges the Staff’s
comment and has revised the disclosure on page 73 accordingly.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 10, 2025
Page 5 of 10
Unaudited Pro Forma Condensed Consolidated Combined Financial Information
4. Adjustments to Unaudited Pro Forma Condensed Consolidated Combined
Financial Information, page 87
9. We refer you to footnote 4.F and the adjustment for $11,997,000
of transaction costs expensed as part of the Business Combination. Please tell us how this amount corresponds with the adjustment for
$12,320,000 in estimated non-accrued transaction expenses disclosed at page xxii, the estimated transaction fees and expenses of $18,460,000
disclosed at page 19, and the $16,580,000 adjustment in footnote 4.AA.
Response to Comment No. 9
The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure accordingly. The estimated non-accrued transaction expenses
of $12,320,000 have been adjusted on page xxii to $11,997,000 to reconcile with the adjustment in footnote 4.F. The estimated transaction
fees and expenses of $18,460,000 have been revised on pages 19-21 and 133-135 to $18,751,687, which includes $11,997,000 of transaction
costs settled in the adjustment in footnote 4.F and $6,754,687 of accrued expenses, which is included within the adjustment in footnote
4.D (settlement of HCVI accrued transaction costs).
The description of the adjustment in footnote
4.AA inappropriately cross-referenced the adjustment in footnote 4.F and the cross-reference has been removed from page 92. The adjustment
in footnote 4.F gives effect to the Closing as if it occurred on June 30, 2024, and was computed utilizing historical financial information
as of June 30, 2024, while the adjustment in footnote 4.AA gives effect to the Closing as if it occurred on January 1, 2023, and was computed
utilizing historical financial information for the year ended December 31, 2023.
10. Please tell us the basis for and explain the difference between
the fair value of the Sponsor earnout of $670,695 in adjustment 4.G.3 and the fair value of the Sponsor earnout of $17,020,000 in adjustment
4.J.
Response to Comment No. 10
The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure for adjustment 4.G.3 regarding the Sponsor Earnout on page
90.
The fair value of the Sponsor Earnout was
determined utilizing a Monte-Carlo simulation which considered the term, volatility, risk-free rates, and vesting conditions which are
described on pages 81-82.
As the Sponsor Earnout represents consideration
issued to acquire the SPAC, the total $17,020,000 fair value of the Sponsor Earnout is allocated between IAS 32/IFRS 9 (representing the
liability-classified portion issued to acquire the net assets of the SPAC) and IFRS 2 (representing the equity-classified portion issued
to acquire the listing status of the SPAC). $670,695 represented the liability-classified component of the $17,020,000 total fair value;
however, this amount has been adjusted as further described below.
The allocation ratio used to allocate the
total fair value of the Sponsor Earnout into the liability and equity components has been adjusted, resulting in changes to the adjustments
in 4.G.3 under each redemption scenario.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 10, 2025
Page 6 of 10
11. We refer you to footnote 4.I.2. Please tell us what 15 million Company Earnout represents and how this relates to the Company Earnout
Shares of 30 million presented in the table at page 16.
Response to Comment No. 11
The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure on page 91 to renumber footnote 4.I.2 as footnote 4.O and
to read as follows: “Reflects the recognition of the Company Earnout, which is classified as a liability at fair value in accordance
with the requirements of IAS 32.” The original text within footnote 4.I.2 incorrectly referenced 15 million shares. The fair value
of the Company Earnout posted within adjustment 4.O was determined based on 30 million of aggregate issuable shares.
12. We refer you to footnote 4.J. Please tell us how you determined the net assets of HCVI under each of the three redemption scenarios.
Response to Comment No. 12
The Company acknowledges the Staff’s
comment and respectfully advises the Staff that its response did not result in a revision in disclosure. The net assets of HCVI per adjustment
4.J were calculated as follows: (a) HCVI’s historical net assets as of 6/30/24, less (b) estimated HCVI transaction costs still
to be incurred as of 6/30/24, less (c) HCVI’s 9/30/24 redemption payments, less (d) the applicable cash impact under the no redemption,
50% redemption, and max redemption scenarios.
13. We refer you to note (1) of footnote 5. Please tell us how you considered the additional dilution sources that are summarized in the
table at page xxiv with the disclosure in this note stating that the conversion of Pubco Warrants is the only share-based instrument which
may result in dilution after the Closing Date.
Response to Comment No. 13
The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure in note (1) of footnote 5 on page 93 to reflect additional
sources of potential dilution, including the issuance of Company Earnout shares and the issuance of PubCo Ordinary Shares under the Equity
Incentive Plan.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 10, 2025
Page 7 of 10
The Background of the Business Combination,
page 102
14. We note your revised disclosure in response to prior comment 27 that the $500 million valuation was derived from a peer comparison
analysis, consisting of other African gold companies at similar stages of development, based on an EV/Resource (total ounces of gold)
multiple of approximately $71 – $72 applied to the estimated resources of approximately 5.2 million ounces of gold provided by Greenstone
management, and additional credit for Greenstone’s past producing assets with existing infrastructure and capital spend in the ground,
historical production, cash flows from ongoing production and existing mining permits. Please describe in greater detail this peer comparison
analysis provided by Greenstone management and utilized by HCVI management to derive the valuation. For example, disclose the names of
the companies selected for this analysis and corresponding EV/Resource multiples. Also include more detailed disclosure and quantify to
the extent possible the additional credit for Greenstone’s past producing assets with existing infrastructure and capital spend
in the ground, historical production, cash flows from ongoing production and existing mining permits.
Response to Comment No. 14
The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 106 accordingly.
Material U.S. Federal Income Tax Consequences, page 148
15. We note your response to prior comment 39 and reissue the comment. Please disclose the material tax consequen