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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

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**AMENDMENT NO. 1**

**TO**

**FORM 40-F**

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| ☐ | **Registration Statement pursuant to Section 12 of the Securities Exchange Act of 1934** |
|---------|-----------------------------------------------------------------------------------------------|

**or**
| ☒ | **Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934** |
|---------|------------------------------------------------------------------------------------------------------------|

**For the fiscal year ended December 31, 2021**

**Commission File Number: 001-39966**

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**NEW FOUND GOLD CORP.**

*(Exact name of Registrant as specified in its charter)*

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| **British Columbia, Canada**                                         |      | **1040**                                                    |      | **Not Applicable**                           |
|----------------------------------------------------------------------|--------------------------|-------------------------------------------------------------|--------------------------|----------------------------------------------|
| *(Province or other jurisdiction of**incorporation or organization)* | ​                  | *(Primary Standard Industrial**Classification Code Number)* | ​                  | *(I.R.S. Employer Identification*

*Number)* |

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**Suite 1430 - 800 West Pender Street**

**Vancouver, BC**

**Canada V6C 2V6**

**Tel:****604-562-9664**

*(Address and telephone number of Registrant’s principal executive offices)*

**C T Corporation System**

**28 Liberty Street**

**New York, New York 10005**

**Telephone: (212) 894-8940**

*(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)*

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

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| ​                         | ​                      | ​               | ​                      | ​                                       |
|---------------------------------|------------------------------|-----------------------|------------------------------|-----------------------------------------------|
| **Title of each class**         | **    ** | **Trading Symbol(s)** | **    ** | **Name of each exchange on which registered** |
| **Common Shares, no par value** | ​                      | **NFGC**              | ​                      | **The NYSE American LLC**                     |

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**Securities registered or to be registered pursuant to Section 12(g) of the Act: None**

**Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None**

For annual reports, indicate by check mark the information filed with this Form:

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| ☒  Annual Information Form | ☒  Audited Annual Financial Statements |
|----------------------------------|----------------------------------------------|

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

**164,205,700****Common Shares outstanding as of December 31, 2021**

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☒No ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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**EXPLANATORY COMMENT**

This Amendment No. 1 to the Annual Report on Form 40-F (“Amendment No. 1”) amends the Annual Report on Form 40-F of New Found Gold Corp. (the “Registrant”) for the year ended December 31, 2021, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 19, 2022 (the “Original Annual Report”). This Amendment No. 1 is being filed solely to include the Registrant’s amended Annual Information Form (filed as Exhibit 99.1 to this Amendment No. 1), in accordance with applicable Canadian securities laws.

Except as described above, the Original Annual Report remains unchanged. This Amendment No. 1 does not reflect events occurring after the filing of the Original Annual Report, or modify or update those disclosures. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report.

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EXHIBIT INDEX

| **Exhibit No.** | **    ** | **Description**                                                                                                                                                        |
|----------------------|------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 99.1                 | ​                      | Annual Information Form for the year ended December 31, 2021                                                                                            |
| ​              | ​                      | ​                                                                                                                                                                |
| 99.2*                | ​                      | Amended Management’s Discussion and Analysis for the year ended December 31, 2021                                                                      |
| ​              | ​                      | ​                                                                                                                                                                |
| 99.3*                | ​                      | Financial Statements for the years ended December 31, 2021 and 2020                                                                                          |
| ​              | ​                      | ​                                                                                                                                                                |
| 99.4                 | ​                      | Certificate of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| ​              | ​                      | ​                                                                                                                                                                |
| 99.5                 | ​                      | Certificate of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| ​              | ​                      | ​                                                                                                                                                                |
| 99.6                 | ​                      | Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          |
| ​              | ​                      | ​                                                                                                                                                                |
| 99.7                 | ​                      | Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          |
| ​              | ​                      | ​                                                                                                                                                                |
| 99.8                 | ​                      | Consent of Crowe MacKay LLP, Independent Registered Public Accounting Firm                                                                                             |
| ​              | ​                      | ​                                                                                                                                                                |
| 99.9                 | ​                      | Consent of Greg Matheson, P. Geo., Chief Operating Officer                                                                                                             |
| ​              | ​                      | ​                                                                                                                                                                |
| 99.10                | ​                      | Consent of R. Mohan Srivastava, P.Geo                                                                                                                                  |
| ​              | ​                      | ​                                                                                                                                                                |
| 101*                 | ​                      | Interactive Data File (formatted as Inline XBRL)                                                                                                                       |
| ​              | ​                      | ​                                                                                                                                                                |
| 104*                 | ​                      | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)                                                                     |

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* Previously filed.

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SIGNATURE

Pursuant to the requirements of the Exchange Act, New Found Gold Corp. certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to the Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: June 30, 2022

| ​ | ​                  | ​                        |
|---------|--------------------------|--------------------------------|
| ​ | **NEW FOUND GOLD CORP.** |
| ​ | ​                  |
| ​ | By:                      | /s/Michael Kanevsky            |
| ​ | ​                  | Name: Michael Kanevsky         |
| ​ | ​                  | Title: Chief Financial Officer |

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