Form 4: Red Rock Acquisition Corp. Completes Business Combination with Namib Minerals, Director's Shares Converted

Red Rock Acquisition Corp. director Anna Brunelle's shares were automatically converted into ordinary shares of Namib Minerals following the successful completion of their business combination.

Summary

• Anna Brunelle, a director of Red Rock Acquisition Corp. (HCVI), reported a change in beneficial ownership.
• On June 5, 2025, Red Rock Acquisition Corp. consummated its initial business combination with Namib Minerals ("PubCo").
• As a result of the closing, Red Rock Acquisition Corp. survived as a subsidiary of PubCo.
• Brunelle's 25,000 shares of Class B Common Stock (which converted to Class A Common Stock) in Red Rock Acquisition Corp. were automatically cancelled.
• These securities were exchanged for the right to receive 25,000 ordinary shares of Namib Minerals on a one-for-one basis.
• Following this transaction, Anna Brunelle beneficially owns 0 shares of Red Rock Acquisition Corp.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as the business combination, a key milestone for a SPAC, has been successfully completed. This indicates the SPAC has fulfilled its primary objective, leading to the public listing of Namib Minerals.

Positives

• The successful completion of the initial business combination for Red Rock Acquisition Corp. indicates the SPAC has fulfilled its primary objective.
• The transaction resulted in a one-for-one exchange of Red Rock Acquisition Corp. shares for ordinary shares of Namib Minerals, providing continuity for shareholders.

Future Outlook

NA

Management Comments

• "Pursuant to the Business Combination Agreement dated June 17, 2024, as amended, on June 5, 2025, the Issuer consummated its initial business combination with Namib Minerals ('PubCo'), with the Issuer surviving as a subsidiary of PubCo (the 'Closing')."
• "At the Closing, these securities were automatically cancelled in exchange for the right to receive ordinary shares of PubCo on a one-for-one basis."

Industry Context

This Form 4 filing reflects the final stage of a Special Purpose Acquisition Company (SPAC) lifecycle, where Red Rock Acquisition Corp. (HCVI) completed its de-SPAC transaction by merging with a private company, Namib Minerals. This process allows the private company to become publicly traded without undergoing a traditional IPO, a common trend in capital markets for companies seeking faster access to public funding.

Stakeholder Impact

• Shareholders of Red Rock Acquisition Corp. have had their shares converted into ordinary shares of Namib Minerals, effectively making them shareholders of the new combined entity.

Next Steps

• Anna Brunelle now holds ordinary shares in Namib Minerals (PubCo).
• Red Rock Acquisition Corp. continues as a subsidiary of Namib Minerals.

Key Dates

Keywords

Business Combination, SPAC, Merger, SEC Form 4, Insider Transaction, Beneficial Ownership, Red Rock Acquisition Corp., Namib Minerals, Share Exchange, Corporate Action