| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Nova Minerals Limited (Name of Issuer) |
Ordinary Shares and American Depositary Shares (Title of Class of Securities) |
66982D104 (CUSIP Number) |
01/30/2025 (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) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| 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) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 38,205,938.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.9 % | ||||||||
| 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 321,977,417 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 |
| 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) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 38,205,938.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 11.9 % | ||||||||
| 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 38,205,938 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 321,977,417 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 |
| 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 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: NGF1 38,205,938
GP 38,205,938 | |
| (b) | Percent of class: NGF1 11.9
GP 11.9 % | |
| (c) | Number of shares as to which the person has: | |
| (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 38,205,938
GP 38,205,938 | ||
| (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 38,205,938
GP 38,205,938 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| 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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