UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 12, 2019
FELLAZO INC.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39002 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Jinshan Building East, Unit 1903
568 Jinshan West Road
Yong Kang City, Zhejiang Province
People’s Republic of China 321300
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (86) 13012855255
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one Ordinary Share, one Right and one Warrant | FLLCU | The NASDAQ Stock Market LLC | ||
| Ordinary Shares, par value $0.0001 per share | FLLC | The NASDAQ Stock Market LLC | ||
| Rights, exchangeable into one-tenth of one Ordinary Share | FLLCR | The NASDAQ Stock Market LLC | ||
| Warrants, each exercisable for one-half of one Ordinary Share, each whole Ordinary Share exercisable at $11.50 per whole share | FLLCW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 4.01 Change in Registrant’s Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On November 14, 2019, the Audit Committee of the Board of Directors (the “Audit Committee”) of Fellazo Inc. (the “Company”) approved the dismissal of RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm, effective November 12, 2019.
RBSM’s reports on the Company’s financial statements for the period from October 5, 2018 (date of inception) through December 31, 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principle, except that RBSM’s reports for the period from October 5, 2018 (date of inception) through December 31, 2018 included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern.
For the period from October 5, 2018 (date of inception) through December 31, 2018 and during the subsequent interim periods through the date of this report, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and RBSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RBSM, would have caused RBSM to make reference to the subject matter of the disagreements in connection with RBSM’s report on the Company’s financial statements for such fiscal year. For the period from October 5, 2018 (date of inception) through December 31, 2018 and during the subsequent interim periods through the date of this report, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided RBSM with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that RBSM provide the Company with a letter addressed to the SEC stating whether RBSM agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K. A copy of that letter, dated November 14, 2019, furnished by RBSM in response to that request, is filed as Exhibit 16.1 to this report.
(b) Engagement of New Independent Registered Public Accounting Firm
On November 14, 2019, the Audit Committee appointed Marcum LLP (“Marcum”) as the Company’s new independent registered public accounting firm, effective immediately.
For the period from October 5, 2018 (date of inception) through December 31, 2018 and during the subsequent interim periods through November 14, 2019, neither the Company nor anyone acting on behalf of the Company had consulted Marcum regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did Marcum provide a written report or oral advice to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 16.1 | Letter of RBSM LLP, dated November 14, 2019. |
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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: November 15, 2019
| FELLAZO INC. | ||
| By: | /s/ Nicholas Ting Lun Wong | |
| Name: Nicholas Ting Lun Wong | ||
| Title: Chief Executive Officer | ||
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Exhibit 16.1
RBSM LLP
Certified Public Accountants
805 Third Avenue
Suite 1430
New York, New York 10022
November 14, 2019
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-7561
Dear Sir/Madam:
We have read Item 4.01 of Fellazo Inc. (the “Company”) Form 8-K dated November 12, 2019, and are in agreement with the statements relating only to RBSM LLP contained therein. We have no basis to agree or disagree with other statements of the Company contained therein.
Very truly yours,
/s/RBSM LLP
RBSM LLP