UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 22, 2022 (
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
Wanchai, |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area
code:
N/A
(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:
| Written communications pursuant to Rule 425 under the Securities Act |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant is an emerging growth Alberton as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
one redeemable warrant, and one right |
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for one-half (1/2) of one ordinary share |
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Item 1.02. Termination of Material Definitive Agreement
As previously disclosed, on April 13, 2022, Alberton Acquisition Corp. (the “Company”) was notified by SolarMax Technology, Inc., a Nevada corporation (“SolarMax”) that it intended to terminate an agreement and plan of merger, dated as of October 27, 2020 (as amended, the “Merger Agreement”) because it reasonably believed that the proposed merger (the “Merger”) between the Company and SolarMax would not be completed by April 26, 2022.
On April 20, 2022, the Company received a written notice from SolarMax that SolarMax terminates the Merger Agreement pursuant to the termination clause provided in the Merger Agreement.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On April 22, 2022, the Company received the determination notice from the Nasdaq Hearings Panel (“the Panel”) to delist the Company’s shares from Nasdaq and suspend trading in those shares effective at the open of trading of April 26, 2022 because the Company is not expected to complete the initial business combination by April 26, 2022.
The Company will liquidate its trust account and distribute payments to public shareholders of the record date of April 26, 2022.
Item 8.01. Other Events.
On April 22, 2022, the Company issued a press release announcing the above events.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibits Number | Exhibit Description | |
| 99.1 | Press release, dated April 22, 2022. |
SIGNATURES
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: April 22, 2022 | ||
| ALBERTON ACQUISITION CORPORATION | ||
| By: | /s/ Guan Wang | |
| Name: Guan Wang Title: Chief Executive Officer | ||
Exhibit 99.1
Alberton Acquisition Corporation Terminates the Merger Agreement
New York, April 22, 2022 (GLOBE NEWSWIRE) -- As previously disclosed, on April 13, 2022, Alberton Acquisition Corp. (the “Company”) was notified by SolarMax Technology, Inc., a Nevada corporation (“SolarMax”) that it intended to terminate an agreement and plan of merger, dated as of October 27, 2020 (as amended, the “Merger Agreement”) because it reasonably believed that the proposed merger (the “Merger”) between the Company and SolarMax would not be completed by April 26, 2022.
On April 20, 2022, the Company received a written notice from SolarMax that SolarMax terminates the Merger Agreement pursuant to the termination clause provided in the Merger Agreement.
On April 22, 2022, the Company received the determination notice from the Nasdaq Hearings Panel (“the Panel”) to delist the Company’s shares from Nasdaq and suspend trading in those shares effective at the open of trading of April 26, 2022 because the Company is not expected to complete the initial business combination by April 26, 2022.
The Company will liquidate its trust account and distribute payments to public shareholders of the record date of April 26, 2022.
About Alberton
Alberton is a British Virgin Islands blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of effecting a merger, asset acquisition or other business combination with one or more businesses or entities. Alberton’s units, ordinary shares and warrants are currently listed on the Nasdaq Capital Market under the symbols “ALACU,” “ALAC” and “ALACW, respectively.
Cautionary Note Regarding Forward-Looking Statements
This press release includes “forward-looking statements” that involve risks and uncertainties that could cause actual results to differ materially from what is expected. Words such as “expects”, “believes”, “anticipates”, “intends”, “estimates”, “seeks”, “may”, “might”, “plan”, “possible”, “should” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect Alberton management’s current beliefs. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements. In addition, please refer to the “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Alberton’s S-4, its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q and all other filings with the Commission for additional information identifying important factors that could cause actual results to differ materially from those anticipated in the forward looking statements. Except as expressly required by applicable securities law, Alberton disclaims any intention or obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise.
Company Contact:
Gateway Group, Inc.
ALAC@gatewayir.com
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