4//SEC Filing
HENNESSY DANIEL J 4
Accession 0000905148-25-002064
CIK 0001842937other
Filed
Jun 8, 8:00 PM ET
Accepted
Jun 9, 4:27 PM ET
Size
12.0 KB
Accession
0000905148-25-002064
Insider Transaction Report
Form 4
HENNESSY DANIEL J
DirectorCHIEF EXECUTIVE OFFICER10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2025-06-05−3,695,000→ 0 total(indirect: See footnote.)→ Class A Common Stock (3,695,000 underlying)
Hennessy Capital Partners VI LLC
10% OwnerOther
Transactions
- Disposition to Issuer
Class B Common Stock
2025-06-05−3,695,000→ 0 total(indirect: See footnote.)→ Class A Common Stock (3,695,000 underlying)
Hennessy Capital LLC
10% OwnerOther
Transactions
- Disposition to Issuer
Class B Common Stock
2025-06-05−3,695,000→ 0 total(indirect: See footnote.)→ Class A Common Stock (3,695,000 underlying)
Hennessy Thomas D
10% OwnerOther
Transactions
- Disposition to Issuer
Class B Common Stock
2025-06-05−3,695,000→ 0 total(indirect: See footnote.)→ Class A Common Stock (3,695,000 underlying)
Footnotes (3)
- [F1]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.
- [F2]Amount has been adjusted to reflect the forfeiture of 7,544,318 shares of Class B common stock for no further consideration at the Closing pursuant to the Sponsor Letter Agreement, as amended and restated on April 14, 2025, which forfeiture is exempt from Section 16 pursuant to Rule 16b-6(d) and Rule 16a-4(d) promulgated under the Securities Exchange Act of 1934, as amended.
- [F3]These shares of Class B common stock were held by Hennessy Capital Partners VI LLC ("HCP"). 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. Consequently, 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.
Documents
Issuer
Red Rock Acquisition Corp.
CIK 0001842937
Entity typeother
Related Parties
1- filerCIK 0001519536
Filing Metadata
- Form type
- 4
- Filed
- Jun 8, 8:00 PM ET
- Accepted
- Jun 9, 4:27 PM ET
- Size
- 12.0 KB