Washington, D.C. 20549


FORM 12b-25




(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 11-K


  ¨ Transition Report on Form 10-Q


For the Transition Period Ended: _______________


Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




African Gold Acquisition Corporation

Full Name of Registrant


Former Name if Applicable


PO Box 2634

Address of Principal Executive Office (Street and Number)


Darien, CT 06820

City, State and Zip Code




PART II – RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
¨ (b) The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


African Gold Acquisition Corp (the "Company") was unable to timely file their Quarterly Report on Form 10-Q for the period ending March 31, 2023 due to a lack of working capital funds. The Company is working on securing additional funds, but until that time will be unable to file delinquent filings. The Company does hope to secure additional working capital funds in the near future and to become compliant on all delinquent filings as soon as possible, but no later than August 22, 2023.




(1) Name and telephone number of person to contact in regard to this notification



Christopher Chadwick




7770 599889

  (Name)   (Area Code)   (Telephone Number)


(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

  Yes ☒ No


The Company has not filed its Quarterly Reports on Form 10-Q for the periods ended June 30, 2022 and September 30, 2022 and its Annual Report on Form 10-K for the period ended December 31, 2023.


(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 Yes ☒ No


  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


A reasonable estimate cannot be made due to unexpected delays in the completion of the financial statements.




African Gold Acquisition Corporation

 (Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 16, 2023 By: /s/ Christopher Chadwick
    Name: Christopher Chadwick  
    Title: Chief Executive Officer  


INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.


Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).