AGAC.U / African Gold Acquisition Corporation Units, each consisting of one Class A ordinary share and three - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

AGAC / African Gold Acquisition Corp - Class A / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

SC 13G/A 1 agaca120224.htm COWEN FINANCIAL PRODUCTS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* African Gold Acquisition Corp Cl A (Name of Issuer) Common Stock (Title of Class of Securities) G0112R108 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Che

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40121 African Gold Acquisition Corporation (Exact name of registrant as

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A ordinary shares, and Units, each consisting of one Class A ordinary share and three-quarters of one Redeemable Warrant (the "Securities") of African Gold Acquisition Corporation (the "Company") from listing and registration on the Exchange on September 11, 2023, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Securities are no longer suitable for continued listing and trading on the NYSE.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 African Gol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40121 CUSIP NUMBER G0112R108 (Check One): ¨ Form 10-K  ¨ Form 20-F  ¨ Form 11-K    x  Form 10-Q  ¨  Form 10-D  ¨  Form N-CEN  ¨  Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40121 CUSIP NUMBER G0112R108 (Check One): ¨ Form 10-K  ¨ Form 20-F  ¨ Form 11-K    x  Form 10-Q  ¨  Form 10-D  ¨  Form N-CEN  ¨  Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 African Gold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AFRICAN GOLD ACQUISIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AFRICAN GOLD ACQUISITION C

AGAC / African Gold Acquisition Corp - Class A / Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 African Gold Acquisition Corp Cl A (Name of Issuer) Common Stock (Title of Class of Securities) G0112R108 (CUSIP Number) April 14, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40121 CUSIP NUMBER G0112R108 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40121 CUSIP NUMBER G0112R108 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2023 African Gol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2023 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 (March 2, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 (March 2, 2023) African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdic

Amendment to Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman African Gold Acquisition Corporation (ROC # 368114) (the “Company”) TAKE NOTICE that by minutes of the extraordinary general meeting of the Company, held 2 March 2023, the following special resolutions were passed: Proposal No. 1—The Extension Amendment Proposal—RESOLVED, as a special re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 African

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 African

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 (Februa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 (February 21, 2023) African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 African

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of inco

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of inco

AGAC / African Gold Acquisition Corporation / NOMURA HOLDINGS INC - SC 13G Passive Investment

SC 13G 1 brhc10047758sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* African Gold Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G0112R108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statemen

AGAC / African Gold Acquisition Corporation / Karpus Management, Inc. - KARPUS INVESTMENT MGT / AFRICAN GOLD ACQ - SCHEDULE 13G/A(#1E) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * African Gold Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) G0112R108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 ea173330-pre14aafricangold.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of inco

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incor

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2022 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incor

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2022 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of inc

Form of Promissory Note.

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2022 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incorporati

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2022 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incorp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2022 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

NT 10-Q 1 ea164469-nt10qafrican.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

NT 10-Q 1 ea160115-nt10qafricangold.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AFRICAN GOLD ACQUISITION CORPORATION (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40121 AFRICAN GOLD ACQU

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, African Gold Acquisition Corporation (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K For the Transition Pe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2022 (February 25, 2022) African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction

AGAC / African Gold Acquisition Corporation / African Gold Acquisition Sponsor LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 African Gold Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G0112R 108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares, $0.

AGAC / African Gold Acquisition Corporation / Karpus Management, Inc. - KARPUS INVESTMENT MGT / AFRICAN GOLD ACQ - SCHEDULE 13G Passive Investment

SC 13G 1 karpus-sch13g18580f.htm KARPUS INVESTMENT MGT / AFRICAN GOLD ACQ - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.     ) * African Gold Acquisition Corporation (Name of Issuer) Common (Title of Class of Securities) G0112R108 G0112R116 (CUSIP Number) December 31, 2021 (Date of Event W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AFRICAN GOLD ACQUISITION CORPORATION (E

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 19, 2021 AFRICAN GOLD ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K For the Transition P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to AFRICAN GOLD ACQUISITION CORPORATION (Exact

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2021 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N / A (State or other jurisdiction of incorporation)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

8-K 1 ea1420758k-africangold.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2021 (May 25, 2021) African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

10-Q 1 f10q0321africangold.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40121 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2021 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction of incorporation)

African Gold Acquisition Corporation Announces the Separate Trading of Its Class A Ordinary Shares and Warrants, Commencing March 25, 2021

Exhibit 99.1 African Gold Acquisition Corporation Announces the Separate Trading of Its Class A Ordinary Shares and Warrants, Commencing March 25, 2021 New York, New York, March 19, 2021 (GLOBE NEWSWIRE) - African Gold Acquisition Corporation (the ?Company?) announced today that, commencing March 25, 2021, holders of the 41,400,000 units sold in the Company?s initial public offering (including uni

Other Events, Financial Statements and Exhibits

8-K 1 ea137166-8kafricangoldacq.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2021 (February 25, 2021) African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman

AFRICAN GOLD ACQUISITION CORPORATION Index to Balance Sheet

Exhibit 99.1 AFRICAN GOLD ACQUISITION CORPORATION Index to Balance Sheet Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 2, 2021 F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of African Gold Acquisition Corporation Opinion on the Financial Statement We have audited the

Registration Rights Agreement, dated February 25, 2021, by and among the Company and certain security holders.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 25, 2021 is made and entered into by and among African Gold Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), African Gold Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed on the signature p

Letter Agreement, dated February 25, 2021, by and among the Company, its officers, directors, and African Gold Acquisition Sponsor LLC.

Exhibit 10.1 February 25, 2021 African Gold Acquisition Corporation 322 West 52nd Street, #2322 New York, NY 10019-9998 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among African Gold Acquisition Corporation, a Cayman Islands exempted comp

Underwriting Agreement, dated February 25, 2021, by and between the Company and B. Riley Securities, Inc.

Exhibit 1.1 EXECUTION VERSION 36,000,000 Units1 African Gold Acquisition Corporation UNDERWRITING AGREEMENT February 25, 2021 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representative of the several Underwriters Ladies and Gentlemen: African Gold Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands (the ?Company?), proposes to sell to

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2021 (February 25, 2021) African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40121 N/A (State or other jurisdiction

Investment Management Trust Agreement, February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 25, 2021, by and between African Gold Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statements on Fo

African Gold Acquisition Corporation Announces Closing of Upsized $360 Million Initial Public Offering

Exhibit 99.2 African Gold Acquisition Corporation Announces Closing of Upsized $360 Million Initial Public Offering March 2, 2021 ? African Gold Acquisition Corporation (the ?Company?) announced today the closing of its upsized initial public offering of 36,000,000 units at a price of $10.00 per unit. The units are listed on The New York Stock Exchange (the ?NYSE?) and trade under the ticker symbo

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF African Gold Acquisition Corporation (adopted by special resolution dated 25 FEBRUARY 2021 and effective on 25 FEBRUARY 2021) THE COMPANIES ACT (AS REVSED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIA

Private Placement Warrants Purchase Agreement, dated February 25, 2021, by and between the Company and African Gold Acquisition Sponsor LLC.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 25, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between African Gold Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and African Gold Acquisition Sponsor LLC, a Delaware limited liability company

Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 25, 2021, is by and between African Gold Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is enga

African Gold Acquisition Corporation Announces Pricing of Upsized $360 Million Initial Public Offering

Exhibit 99.1 African Gold Acquisition Corporation Announces Pricing of Upsized $360 Million Initial Public Offering New York, New York, Feb. 25, 2021 (GLOBE NEWSWIRE) - African Gold Acquisition Corporation (the “Company”) announced today the pricing of its upsized initial public offering of 36,000,000 units at a price of $10.00 per unit. The units will be listed on The New York Stock Exchange (the

$360,000,000 African Gold Acquisition Corporation 36,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-251939 and 333-253554 $360,000,000 African Gold Acquisition Corporation 36,000,000 Units African Gold Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger or mergers, amalgamation, share exchange, share purchase, asset acquisition, reorganization or

- REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on February 25, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 African Gold Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 322 We

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African Gold Acquisition Corporation 322 West 52nd Street, #2322 New York, NY 10019-9998 February 24, 2021 VIA EDGAR U.

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CORRESP 1 filename1.htm VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 February 24, 2021 Attention: David Link Re: African Gold Acquisition Corp. Amendment No. 3 to Form S-1 Filed on February 19, 2021 File No. 333-251939 Dear Mr. Link: African Gold Acquisition Corp., (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment lette

- AMENDMENT NO. 4

As filed with the U.S. Securities and Exchange Commission on February 24, 2021 Registration No. 333-251939 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other juris

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CORRESP 1 filename1.htm February 24, 2021 VIA EDGAR U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Re: African Gold Acquisition Corporation Registration Statement on Form S-1 Filed January 7, 2021, as amended File No. 333-251939 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”

Form of Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF African Gold Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (AS REVSED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF African Gold

Form of Letter Agreement among the Registrant and its directors and officers and African Gold Acquisition Sponsor LLC

Exhibit 10.2 [ ], 2021 African Gold Acquisition Corporation 322 West 52nd Street, #2322 New York, NY 10019-9998 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among African Gold Acquisition Corporation, a Cayman Islands exempted company (the

- AMENDMENT NO. 3 TO FORM S-1

As filed with the U.S. Securities and Exchange Commission on February 19, 2021 Registration No. 333-251939 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other juris

- AMENDMENT NO. 2 TO FORM S-1

As filed with the U.S. Securities and Exchange Commission on February 3, 2021 Registration No. 333-251939 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisd

Form of Indemnity Agreement

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on January [], 2021. Between: (1) African Gold Acquisition Corporation, a Cayman Islands exempted company with its registered office at [PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands] (the “Company”); and (2) [] (“Indemnitee”). Whereas: (A) Highly competent persons have become more reluctant to

Audit Committee Charter

Exhibit 99.1 African Gold Acquisition Corporation AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements

Specimen Warrant Certificate

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW African Gold Acquisition Corporation Incorporated Under the Laws of the Cayman Islands CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the re

Specimen Class A Ordinary Share Certificate

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] African Gold Acquisition Corporation INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF African Gold Acquisition Corporation (THE “COMPANY”) subject to the Company’s amended a

Compensation Committee Charter

Exhibit 99.2 African Gold Acquisition Corporation COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors of African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”),

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], is by and between African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an init

Form of Code of Ethics and Business Conduct

Exhibit 14 FORM OF CODE OF ETHICS OF African Gold Acquisition Corporation 1. Introduction The Board of Directors (the “Board”) of African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as may be amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to

Form of Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF African Gold Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Afric

- AMENDMENT NO. 1 TO FORM S-1

As filed with the U.S. Securities and Exchange Commission on January 19, 2021 Registration No. 333-251939 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisd

Form of Underwriting Agreement

Exhibit 1.1 30,000,000 Units1 African Gold Acquisition Corporation UNDERWRITING AGREEMENT [DATE] B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representative of the several Underwriters Ladies and Gentlemen: African Gold Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes to sell to you and, as applicable, to th

Form of Administrative Services Agreement, by and between the Registrant and Black Mountain Investment Management (Pty) Ltd.

Exhibit 10.8 African Gold Acquisition Corporation 322 West 52nd Street, #2322 New York, NY 10019-9998 January [], 2021 Black Mountain Investment Management (Pty) Ltd. 322 West 52nd Street, #2322 New York, NY 10019-9998 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between African Gold Acquisition Corporation (the “Company”) and Black Mountain Investment Ma

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], is made and entered into by and among African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Company”), African Gold Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (e

Form of Letter Agreement among the Registrant and its directors and officers and African Gold Acquisition Sponsor LLC

Exhibit 10.2 [ ], 2021 African Gold Acquisition Corporation 322 West 52nd Street, #2322 New York, NY 10019-9998 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among African Gold Acquisition Corporation, a Cayman Islands exempted company (the

Nominating and Governance Committee Charter

Exhibit 99.3 African Gold Acquisition Corporation NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. Purpose The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors of African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Company”), shall (a) identify individuals qualified to become members of the Board of Directors of the Company

Specimen Unit Certificate

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] African Gold Acquisition Corporation UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND three-quarters OF ONE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, of par value $0.0001 per share (“Ordinary Shares”), of African G

Form of Sponsor Warrants Purchase Agreement between the Registrant and African Gold Acquisition Sponsor LLC

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and African Gold Acquisition Sponsor LLC, a Delaware limited liability company (the “Pur

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, F

Securities Subscription Agreement, dated November 17, 2020, between the Registrant and African Gold Acquisition Sponsor LLC

EX-10.5 4 fs12021ex10-5africangold.htm SECURITIES SUBSCRIPTION AGREEMENT, DATED NOVEMBER 17, 2020, BETWEEN THE REGISTRANT AND AFRICAN GOLD ACQUISITION SPONSOR LLC Exhibit 10.5 African Gold Acquisition Corporation 322 West 52nd Street, #2322 New York, NY 10019-9998 November 25, 2020 African Gold Acquisition Sponsor LLC 322 West 52nd Street, #2322 New York, NY 10019-9998 RE: Securities Subscription

Power of Attorney (included on the signature page to the initial filing of this Registration Statement)

As filed with the U.S. Securities and Exchange Commission on January 7, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 African Gold Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or

Memorandum and Articles of Association

Exhibit 3.1 EXEMPTED Company Registered and filed as No. 368114 On 17-Nov-2020 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF African Gold Acquisition Corporation Auth Code: K39059077841 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 368114 On 17-Nov-2020 Assistant Registrar THE COMPANI

Promissory Note, dated November 17, 2020, issued to African Gold Acquisition Sponsor LLC

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

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DRS 1 filename1.htm This is a confidential draft submission to the U.S. Securities and Exchange Commission on December 8, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 African Gold Acquisition Corporation (Exact n

African Gold Acquisition Corporation 322 West 52nd Street, #2322 New York, NY 10019-9998

EX-10.5 4 filename4.htm Exhibit 10.5 African Gold Acquisition Corporation 322 West 52nd Street, #2322 New York, NY 10019-9998 November 25, 2020 African Gold Acquisition Sponsor LLC 322 West 52nd Street, #2322 New York, NY 10019-9998 RE: Securities Subscription Agreement Ladies and Gentlemen: African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to acce

THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION African Gold Acquisition Corporation

Exhibit 3.1 EXEMPTED Company Registered and filed as No. 368114 On 17-Nov-2020 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF African Gold Acquisition Corporation Auth Code: K39059077841 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 368114 On 17-Nov-2020 Assistant Registrar THE COMPANI