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 20, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 20, 2019, Fellazo Inc. (the “Company”) received a letter (the “Letter”) from the staff (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq’s continued listing requirements, as set forth in Nasdaq Listing Rule 5250(c)(1), as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (the “Form 10-Q”).
The Letter informed the Company that the Staff determined to apply more stringent criteria and shorten the time period for the Company, as set forth in Nasdaq Listing Rule 5101, to submit its plan to regain compliance with Nasdaq’s requirements for continued listing (the “Plan”) by December 4, 2019. If Nasdaq accepts the Company’s Plan, it may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until May 18, 2020, to regain compliance.
The Company intends to file its Form 10-Q, and thereby regain compliance with Nasdaq Listing Rule 5250(c)(1), as soon as practicable.
On November 21, 2019, the Company issued a press release disclosing the Company’s receipt of the Letter. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit No. |
Description | |
| 99.1 | Press Release dated November 21, 2019. | |
1
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.
| FELLAZO INC. | ||
| Date: November 21, 2019 | By: | /s/ Nicholas Ting Lun Wong |
| Name: Nicholas Ting Lun Wong | ||
| Title: Chief Executive Officer | ||
2
Exhibit 99.1
Fellazo Inc. Receives Notice from Nasdaq
NEW YORK, NY, November 21, 2019 – Fellazo Inc. (the “Company”) announced today that, on November 20, 2019 it received a letter (the “Letter”) from the staff (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq’s continued listing requirements, as set forth in Nasdaq Listing Rule 5250(c)(1), as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 (the “Form 10-Q”).
The Letter informed the Company that the Staff determined to apply more stringent criteria and shorten the time period for the Company, as set forth in Nasdaq Listing Rule 5101, to submit its plan to regain compliance with Nasdaq’s requirements for continued listing (the “Plan”) by December 4, 2019. If Nasdaq accepts the Company’s Plan, it may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until May 18, 2020, to regain compliance.
The Company intends to file its Form 10-Q, and thereby regain compliance with Nasdaq Listing Rule 5250(c)(1), as soon as practicable.
About Fellazo Inc.
Fellazo Inc. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although we are not limited to a particular industry or geographic region for purposes of consummating an initial business combination, we intend to focus on businesses in the health food and supplement sector that have their primary operations in Asia.
Forward-Looking Statements
Statements contained in this press release that are not historical fact may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may relate to, among other things, the Company’s ability to regain and maintain compliance with Nasdaq continued listing requirements. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are contained in the Company’s filings with the SEC, including those factors discussed under the caption "Risk Factors" in such filings. Copies of such filings are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Nicholas Wong
Chief Executive Officer
Fellazo Inc.
nicholas.wong@fellazo-inc.com