As filed with the U.S. Securities and Exchange Commission on February 25, 2021

Registration No. 333-      

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

 

African Gold Acquisition Corporation
(Exact name of registrant as specified in its charter)

 

 

Cayman Islands		6770		N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

 

322 West 52^nd Street, #2322
New York, NY 10019-9998
Telephone: (860) 214-3714

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Christopher Chadwick
Chief Executive Officer
322 West 52^nd Street, #2322
New York, NY 10019-9998
Telephone: (860) 214-3714

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Tel: (212) 370-1300

Michael Johns, Esq. Michael Lockwood, Esq. Maples and Calder P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: (345) 949-8066

Ari Edelman, Esq. Reed Smith LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 521-5400

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-251939

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒		Smaller reporting company ☒
						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 7(a)(2)(B) of the Securities Act. ☐ 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered		Amount Being Registered				Proposed Maximum Offering Price per Security(1)				Proposed Maximum Aggregate Offering Price (1)				Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and three-quarters of one redeemable warrant (2)			6,900,000			$	10.00			$	69,000,000			$	7,527.9
Class A ordinary shares included as part of the units (3)			6,900,000				—				—				—	(4)
Redeemable warrants included as part of the units (3)			5,175,000				—				—				—	(4)
Total										$	69,000,000			$	7,527.9	(5)

 

(1)	Estimated solely for the purpose of calculating the registration fee.

 

(2)	Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-251939).

 

(3)	Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

 

(4)	No fee pursuant to Rule 457(g) of the Securities Act.

 

(5)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $345,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-251939), which was declared effective by the Securities and Exchange Commission on February 25, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $69,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462 (b) under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 6,900,000 additional units of African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and three-quarters of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251939) (the “Prior Registration Statement”), initially filed by the Registrant on January 7, 2021 and declared effective by the Securities and Exchange Commission on February 25, 2021. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

CERTIFICATION

 

The Registrant hereby certifies to the Securities and Exchange Commission (the “Commission”) that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of February 26, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than February 26, 2021.

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-251939) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No.		Description
5.1		Opinion of Maples and Calder, Cayman Islands counsel to the Registrant.
5.2		Opinion of Ellenoff Grossman & Schole LLP, counsel to the Registrant.
23.1		Consent of Marcum LLP.
23.2		Consent of Maples and Calder (included in Exhibit 5.1)
23.3		Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2)
24		Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-251939), filed on January 7, 2021.

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 25^th day of February, 2021.

 

	African Gold Acquisition Corporation
	By:	/s/ Christopher Chadwick
	Name:	Christopher Chadwick
	Title:	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed below by the following persons in the capacities on February 25, 2021.

 

Name		Position
/s/ Christopher Chadwick		Chief Executive Officer and Director
Christopher Chadwick		(Principal Executive Officer)
/s/ Cooper Morgenthau		Chief Financial Officer and Director
Cooper Morgenthau		(Principal Financial and Accounting Officer)
/s/ Robert Hersov		Chairman of Board
Robert Hersov
/s/ Brian Hinchcliffe		Vice Chairman of Board
Brian Hinchcliffe
/s/ Koosum Kalyan		Director
Koosum Kalyan
/s/ Bradley Doig		Director
Bradley Doig
/s/ Michael Rawlinson		Director
Michael Rawlinson

 

 

II-2