New York, New York, Aug. 26, 2022 (GLOBE NEWSWIRE) — African Gold Acquisition Corporation (NYSE: AGAC.U) (the “Company”) announced that it today filed a Form 8-K with the Securities and Exchange Commission (the “SEC”) to make certain important disclosures:
- On August 22, 2022, in conjunction with the Company’s financial advisors, members of the Company’s Board of Directors (the “Board”) discovered improper withdrawals from the Company’s operating bank accounts and the subsequent concealment of these withdrawals, the transactions of which began during the quarterly period ended March 31, 2022. Following these discoveries, the Board immediately launched internal investigations, entered into a series of discussions with its advisers, took the necessary measures to protect the Company’s accounts and seek to recover funds. From these Board investigations and discussions with his advisers, it emerged that Cooper Morgenthau, the Company’s Chief Financial Officer and Director, made these improper withdrawals from January 2022 and took deliberate steps to conceal them, including falsifying documents (the “Irregularities”). Mr. Morgenthau’s services as Chief Financial Officer have ended and the Company is in the process of formally removing Mr. Morgenthau as a director and officer pursuant to its memorandum and articles of association.
- Brian Hinchcliffe, vice chairman of the company’s board of directors, has been named interim chief financial officer until a permanent successor is identified.
- The Company has not yet filed its Form 10-Q for the quarter ended June 30, 2022. On August 23, 2022, the Company received a notice (“Notice”) from NYSE Regulation staff of the New York Stock Exchange ( the “NYSE”), provided that, due to its failure to timely file such Form 10-Q, it failed to comply with the continuous listing requirements of the NYSE under the established timely filing criteria in section 802.01E of the NYSE Handbook for Listed Companies.
The NYSE has informed the Company that, in accordance with NYSE rules, the Company will have six months from the filing deadline (January 16, 2023) to file its Form 10-Q with the SEC. The company can regain compliance with NYSE listing standards during this six-month period when the company files its Form 10-Q with the SEC. During the six-month period, the NYSE will closely monitor the status of the Company’s late filing and related public disclosures. If the Company does not file its Form 10-Q within such six-month period, the NYSE may, in its sole discretion, clear the Units, Class A Common Stock and Warrants of the Company for trading for a period of additional six months depending on specific circumstances. , as indicated in the rule. If the NYSE determines that an additional six months is not appropriate, suspension and debarment proceedings will begin. If the NYSE determines that an additional trading period of up to six months is appropriate and the Company does not file its Form 10-Q and any subsequent deferred filings by the end of such period, the suspension and radiation will generally begin. Regardless of the procedures described above, the NYSE may initiate debarment proceedings at any time during the time available to complete the filing, if circumstances warrant.
The Company is working diligently to complete its Form 10-Q, which will depend on the resolution of the issues described above. The Company intends to file Form 10-Q as soon as possible to restore compliance with NYSE continuous listing standards. No assurance can be given that the Company will be able to re-establish compliance with the foregoing listing requirement or maintain compliance with the other listing maintenance requirements set forth in the NYSE Listed Company Manual.
The report described above on Form 8-K may be viewed on the SEC’s website at www.sec.gov.
About African Gold Acquisition Company
African Gold Acquisition Corporation is a blank check corporation organized for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other business combination. similar businesses with one or more businesses or entities. Although the Company may pursue a business combination target in any industry, the Company intends to focus on a target with operations or potential operations in the gold mining industry. . The company is led by Chairman Robert Hersov, Vice Chairman Brian Hinchcliffe and Managing Director Christopher Chadwick.
The information in this report regarding changes in senior management, the results of the Company’s internal investigation, the Company’s compliance with its financial reporting obligations and the effects of these matters on the financial position and the Company’s results of operations, compliance with SEC rules and the NYSE’s continuing listing requirements include forward-looking statements that are subject to risks and uncertainties that may cause actual results or circumstances actuals differ from those expressed or implied by our forward-looking statements. Additional considerations and other important risk factors affecting the Company’s business are described in the Company’s reports on Forms 10-K and 10-Q and in other filings with the SEC. The forward-looking statements contained in this report speak only as of the date hereof.