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    Amendment: SEC Form SCHEDULE 13G/A filed by Nova Minerals Limited

    8/14/25 11:11:51 AM ET
    $NVA
    Precious Metals
    Basic Materials
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    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    (Amendment No. 2)


    Nova Minerals Limited

    (Name of Issuer)


    Ordinary Shares and American Depositary Shares

    (Title of Class of Securities)


    66982D104

    (CUSIP Number)


    08/08/2025

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox not checked   Rule 13d-1(b)
    Checkbox checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    66982D104


    1Names of Reporting Persons

    Nebari Gold Fund 1, LP
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    31,710,638.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    31,710,638.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    31,710,638.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    7.9 %
    12Type 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 401,501,417 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


    1Names of Reporting Persons

    Nebari Partners GP II, LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    31,710,638.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    31,710,638.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    31,710,638.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    7.9 %
    12Type 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 31,710,638 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 401,501,417 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:

    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)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox not checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox not checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   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)Checkbox not checked   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)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    NGF1 31,710,638 GP 31,710,638
    (b)Percent of class:

    NGF1 7.90 GP 7.90
    (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 31,710,638 GP 31,710,638

     (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 31,710,638 GP 31,710,638

    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.

     
    Nebari Gold Fund 1, LP
     
    Signature:/s/ Daniel Freuman
    Name/Title:Daniel Freuman, Co-Manager
    Date:08/14/2025
     
    Nebari Partners GP II, LLC
     
    Signature:/s/ John Clark Gillam
    Name/Title:John Clark Gillam
    Date:08/14/2025
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