Form 4: Red Rock Acquisition Corp. Completes Business Combination with Namib Minerals; Insiders Report Share Forfeiture and Conversion

Red Rock Acquisition Corp. (HCVI) has completed its initial business combination with Namib Minerals, leading to the forfeiture of over 7.5 million Class B common shares by insiders and the conversion of remaining shares into PubCo ordinary shares.

Summary

• Red Rock Acquisition Corp. (HCVI) consummated its initial business combination with Namib Minerals ("PubCo") on June 5, 2025.
• Following the closing, Red Rock Acquisition Corp. will survive as a subsidiary of PubCo.
• At the closing, Class B Common Stock held by reporting persons was automatically cancelled in exchange for the right to receive ordinary shares of PubCo on a one-for-one basis.
• A total of 7,544,318 shares of Class B common stock were forfeited for no further consideration at the closing, pursuant to the Sponsor Letter Agreement.
• After the reported transactions, 3,695,000 shares of Class B Common Stock are beneficially owned indirectly by Hennessy Capital Partners VI LLC.
• Daniel J. Hennessy and Thomas D. Hennessy, as sole managing members of Hennessy Capital Group LLC (the managing member of Hennessy Capital Partners VI LLC), are deemed beneficial owners of these shares, though they disclaim beneficial ownership for any shares in which they have no pecuniary interest.

Sentiment

Score: 6

Explanation: The completion of the business combination is a positive step, signifying the successful execution of a strategic transaction. However, the significant forfeiture of sponsor shares, while potentially expected in the context of SPAC deals, represents a reduction in the original sponsor's direct equity stake. Overall, the sentiment is neutral to slightly positive as it finalizes a key corporate event.

Positives

• The successful completion of the business combination with Namib Minerals represents a significant strategic milestone for Red Rock Acquisition Corp., transitioning it into an operating entity under PubCo.
• The one-for-one exchange ratio for the remaining Class B Common Stock into PubCo ordinary shares provides a clear conversion mechanism for beneficial owners.

Negatives

• A substantial forfeiture of 7,544,318 shares of Class B common stock by the sponsor group for no consideration, which reduces their equity stake in the original entity.

Risks

• The forfeiture of a large number of sponsor shares, while potentially pre-negotiated, could indicate adjustments to the deal's economics or a re-evaluation of initial terms.
• Shareholders of Red Rock Acquisition Corp. will now hold shares in PubCo, and their investment performance will be tied to the operational success and market perception of the combined entity, Namib Minerals.

Future Outlook

The completion of the business combination with Namib Minerals signifies a strategic transformation for Red Rock Acquisition Corp., which will now operate as a subsidiary of PubCo. The future performance and value creation will depend on the operational execution and strategic initiatives of the newly combined entity.

Management Comments

• "Daniel J. Hennessy, the Chairman of the Board and Chief Executive Officer of the Issuer, and Thomas D. Hennessy are the sole managing members of Hennessy Capital Group LLC, the managing member of HCP."
• "Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy may be deemed the beneficial owner of securities held by HCP and have shared voting and dispositive control over such securities."
• "Each of Mr. Daniel Hennessy and Mr. Thomas Hennessy disclaims beneficial ownership over any securities owned by HCP in which he does not have any pecuniary interest."

Industry Context

This Form 4 details the finalization of a Special Purpose Acquisition Company (SPAC) business combination, a common method for private companies to become publicly traded. The forfeiture of sponsor shares, as seen here, is a frequent component in SPAC de-SPAC transactions, often used to adjust deal terms, align sponsor incentives with public shareholders, or reduce potential dilution.

Comparison to Industry Standards

• The one-for-one conversion of Class B Common Stock to PubCo ordinary shares is a standard mechanism observed in many SPAC de-SPAC transactions.
• Sponsor share forfeitures, such as the 7,544,318 shares forfeited by Hennessy Capital, are not uncommon in SPAC mergers, particularly when deal terms are adjusted or to reduce dilution for public shareholders. Similar structures have been implemented in other SPAC deals, for instance, those involving Gores Holdings or Churchill Capital, where sponsor economics were modified post-announcement.
• The structure where the SPAC (Red Rock Acquisition Corp.) becomes a subsidiary of the target (PubCo/Namib Minerals) is a common reverse merger approach in SPAC transactions, allowing the target to effectively become the public entity.

Stakeholder Impact

• **Shareholders of Red Rock Acquisition Corp.:** Their Class B common stock is converted into ordinary shares of PubCo, and the significant forfeiture of sponsor shares could potentially reduce future dilution from those specific shares.
• **Management/Insiders (Daniel J. Hennessy and Thomas D. Hennessy):** Their beneficial ownership structure changes significantly due to the large forfeiture of Class B shares, aligning their interests with the new combined entity.

Next Steps

• Integration of Red Rock Acquisition Corp. as a subsidiary of Namib Minerals (PubCo).
• Trading of Namib Minerals (PubCo) ordinary shares on the public market.

Key Dates

Keywords

Red Rock Acquisition Corp., HCVI, Namib Minerals, Business Combination, Merger, SPAC, Form 4, Beneficial Ownership, Share Forfeiture, Class B Common Stock, PubCo, Daniel J. Hennessy, Thomas D. Hennessy, Hennessy Capital Partners