Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
April 04 2023 - 4:29PM
Edgar (US Regulatory)
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 |
| ☐ | 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:
PART
I – REGISTRANT INFORMATION
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. |
PART
III – NARRATIVE
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.
As
previously disclosed in filings with the Securities and Exchange Commission, the Board of Directors of African Gold Acquisition
Corp. (the “Company”) determined that the Company’s previously issued financial statements, including those set
forth in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2022 and those in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 needed to be restated. The Company continues to work on this restatement and
on preparing Quarterly Reports on Form 10-Q due subsequent to March 31, 2022 as well as the Annual Report on Form 10-K for the year
ended December 31, 2022. The Company is working to complete the preparation or restatement of all financial statements and the
satisfaction of other applicable disclosure requirements pursuant to the SEC’s rules and regulations under the Securities
Exchange Act of 1934 and additional time is required therefor.
The Company concluded that the reasons for the restatements do not extend to the Company's trust account.
PART
IV – OTHER INFORMATION
(1) |
Name
and telephone number of person to contact in regard to this notification |
|
Carl
Pombar |
|
(917) |
|
612-0545 |
|
(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 Report on Form 10-Q for the period ended June 30, 2022. |
|
|
|
|
(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
: April 4, 2023 |
By:
|
/s/
Carl Pombar |
|
|
Name: |
Carl Pombar |
|
|
Title: |
Chief
Financial 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.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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