0001833909 false 00-0000000 NONE 0001833909 2023-02-21 2023-02-21 0001833909 AGAC:UnitsEachConsistingOfOneClassOrdinaryShareAndThirdquartersOfOneRedeemableWarrantMember 2023-02-21 2023-02-21 0001833909 AGAC:ClassOrdinarySharesParValue0.0001PerShareMember 2023-02-21 2023-02-21 0001833909 AGAC:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member 2023-02-21 2023-02-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares





Washington, D.C. 20549





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
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification Number)


434 Mamaroneck Avenue

Mamaroneck, NY

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (914815-2772


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and third-quarters of one Redeemable Warrant   AGAC.U   The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share   AGAC   The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50       None


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Item 8.01.Other Events.


As previously disclosed in its preliminary proxy statement filed with the securities and exchange commission on February 13, 2023 (the “Preliminary Proxy Statement”), African Gold Acquisition Corporation (the “Company”) will hold an extraordinary general meeting (the “Shareholder Meeting”) to consider and vote upon the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal (each as defined in the Preliminary Proxy Statement) and, if necessary, the Adjournment Proposal (as defined in the Preliminary Proxy Statement).


The Company intends to hold the Shareholder Meeting on March 2, 2023, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting. If you are a holder of the Company’s Class A ordinary shares, par value $0.0001 (the “Class A Ordinary Shares”) and you intend to seek redemption of your shares, you will need to deliver your Class A Ordinary Shares (either physically or electronically) to Continental Stock Transfer & Trust Company prior to 5:00 p.m., Eastern Time, on February 28, 2023 (two business days prior to the date of the Shareholder Meeting).


Shareholders may make such request by contacting our transfer agent, Continental Stock Transfer & Trust Company, at One State Street, 30th Floor, New York, New York 10004, Attn: Mark Zimkind (e-mail: mzimkind@continentalstock.com).







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: February 21, 2023


  African Gold Acquisition Corporation

/s/ Christopher Chadwick

  Name:  Christopher Chadwick
  Title: Chief Executive Officer