SEC Form DEFA14A filed by African Gold Acquisition Corporation

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)

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 of the registrant under any of the following provisions:

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

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. ☐

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: [email protected]).

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.

Dated: February 21, 2023

2