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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Nova Minerals Limited (Name of Issuer) |
Ordinary Shares and American Depositary Shares (Title of Class of Securities) |
66982D104 (CUSIP Number) |
05/02/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 66982D104 |
| 1 | Names of Reporting Persons
Nebari Gold Fund 1, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
35,039,678.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: This is the CUSIP number for the American Depositary Receipts, which evidence the American Depositary Shares (ADSs). Each of the ADSs represents 60 underlying ordinary shares.
This number reflects the number of ordinary shares (ordinary shares) underlying the ADSs held by the Reporting Person.
Based on 322,997,417 fully paid issued and outstanding ordinary shares as publicly reported with respect to the issuer by the Australian Securities Exchange Ltd (ASX) at https://www.asx.com.au/markets/company/NVA.
SCHEDULE 13G
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| CUSIP No. | 66982D104 |
| 1 | Names of Reporting Persons
Nebari Partners GP II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
35,039,678.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: This is the CUSIP number for the American Depositary Receipts, which evidence the ADSs.
This number reflects the number of ordinary shares beneficially owned by the Reporting Person, including ordinary shares represented by ADSs.
Consists of 35,039,678 ordinary shares underlying ADSs held by Nebari Gold Fund 1, LP (NGF1), as to which the Reporting Person shares voting and dispositive power by virtue of serving as the general partner of NGF1. Based on 322,997,417 fully paid issued and outstanding ordinary shares as publicly reported with respect to the issuer by the Australian Securities Exchange Ltd (ASX) at https://www.asx.com.au/markets/company/NVA.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Nova Minerals Limited |
| (b) | Address of issuer's principal executive offices:
Nova Minerals Limited, 242 Hawthorn Road Suite 5 Caulfield, Melbourne VI, Australia, 3161 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed by (i) Nebari Gold Fund 1, LP, a Delaware limited partnership (NGF1), and (ii) Nebari Partners GP II, LLC, a Delaware limited liability company and general partner of NGF1 (GP), and together with NGF1, the (Reporting Persons). |
| (b) | Address or principal business office or, if none, residence:
667 Madison Avenue, 5th Floor, New York NY 10065, USA |
| (c) | Citizenship:
NGF1 is a Delaware (USA) limited partnership.
GP is a Delaware (USA) limited liability company. |
| (d) | Title of class of securities:
Ordinary Shares and American Depositary Shares |
| (e) | CUSIP No.:
66982D104 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
NGF1 35,039,678
GP 35,039,678 |
| (b) | Percent of class:
NGF1 10.85
GP 10.85 |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
NGF1 0
GP 0 | |
| (ii) Shared power to vote or to direct the vote:
NGF1 35,039,678
GP 35,039,678 | |
| (iii) Sole power to dispose or to direct the disposition of:
NGF1 0
GP 0 | |
| (iv) Shared power to dispose or to direct the disposition of:
NGF1 35,039,678
GP 35,039,678 | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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