Current Report Filing (8-k)
February 27 2023 - 3:16PM
Edgar (US Regulatory)
0001833909
false
00-0000000
NONE
0001833909
2023-02-21
2023-02-21
0001833909
AGAC:UnitsEachConsistingOfOneClassOrdinaryShareAndThreequartersOfOneRedeemableWarrantMember
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
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 jurisdiction
of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
434
Mamaroneck Avenue
Mamaroneck,
NY |
|
10543 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (914) 815-2772
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 to 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 three-quarters of one Redeemable Warrant |
|
AGAC.U |
|
New York Stock Exchange |
Class A ordinary shares, par value $0.0001 per share |
|
AGAC |
|
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
Delayed
Financial Statement Filings
n February 15, 2023 African Gold Acquisition Corporation (the “Company”)
submitted a delayed filings Extension (“Request Letter”) to the New York Stock Exchange (“NYSE”) regarding certain
delayed financial statement filings with the Securities and Exchange Commission (the “SEC”), specifically the Company’s
Quarterly Reports on Form 10-Q for the periods ended June 30, 2022 and September 30, 2022. The Company requested an extension to complete
and file the delayed filings and any subsequent delayed filings pursuant to the NYSE’s late filer rules outlined in Section 802.01E
of the Listed Company Manual. As has been previously disclosed in the Company’s prior filings on Form 8-K, the Company has been
monitored and is under review by the NYSE in light of these delays and remains on the NYSE “late filers” list.
On February 21, 2023 the Company received approval from the NYSE’s
Listings Operations Committee (the “Committee”) to provide the Company with an additional trading period through May 9, 2023
(the “Additional Trading Period”), subject to reassessment on an ongoing basis. NYSE Regulation senior management has approved
the Committee’s decision and additional request for information.
The NYSE has stated that it is prepared to continue the listing of the Company at this time and will closely
monitor the Company’s progress with the milestones and timing outlined in its Request Letter. Failure to achieve these interim milestones
could result in accelerated trading suspension prior to the end of the Additional Trading Period. In addition, in the event that the Company
does not complete its delayed filings and any subsequent delayed filings with the SEC by August 22, 2023, the end of the maximum 12-month
cure period, the NYSE will move forward with the initiation of suspension and delisting procedures. The
NYSE will also continue to monitor the Company’s progress on its other delayed filings as part of its continued listing assessment
and will maintain the “LF” indicator on the Company’s securities and include the Company on the “late filer”
list on www.nyse.com until such time as the Company is current with all prior periodic SEC filings.
SEC
Cease and Desist Order
As
previously disclosed, on September 7, 2022 the Company received
an information and document request from the SEC which sought, inter alia, documents relating to the Company’s investigation into
the Company’s former chief financial officer, Cooper Morgenthau’s improper withdrawals from the Company’s operating
bank accounts and deliberate actions to conceal them, including by falsifying documents. The Company has been cooperating with the SEC’s
request and has been voluntarily providing the SEC with requested documents.
On February 22, 2023, the SEC
announced that it had charged the Company with internal controls, reporting, and recordkeeping failures and that it had accepted an Offer
of Settlement submitted by the Company. Under the settlement, without admitting or denying the SEC’s finding in this matter, the
Company has consented to the entry of a cease-and-desist order against the Company (the “Order”) with respect to certain violations
of federal securities laws which require companies (i) to file with the SEC complete and accurate annual and quarterly reports and that
such reports contain further material information as may be necessary to make the required statements not misleading, (ii) to make and
keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect their transactions and dispositions of their
assets, (iii) to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, or
any other criteria applicable to such statements and (iv) to maintain internal control over financial reporting and disclosure controls
and procedures (“DCP”) as well as the requirement to evaluate the effectiveness of the DPC. The Company has agreed to cease
and desist from committing or causing any violations and any future violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities
Exchange Act of 1934 and Rules 13a-1, 13a-13, 13a-15(a)-(b) and 12b-20 thereunder and has agreed to pay a civil monetary penalty of $103,591.
SIGNATURE
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.
|
AFRICAN
GOLD ACQUISITION CORPORATION |
|
|
Dated: February
27, 2023 |
By: |
/s/
Christopher Chadwick |
|
Name: |
Christopher Chadwick |
|
Title: |
Chief Executive Officer |
2
African Gold Acquisition (NYSE:AGAC)
Historical Stock Chart
From Jun 2024 to Jul 2024
African Gold Acquisition (NYSE:AGAC)
Historical Stock Chart
From Jul 2023 to Jul 2024