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): March 12, 2020
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 8.01 Other Events.
On March 12, 2020, Fellazo Inc. (the “Company”) issued a press release providing updates on the status of the trading of its securities and the status of amounts held in the Company’s trust account. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press Release, dated March 12, 2020 | |
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.
Dated: March 12, 2020
| FELLAZO INC. | ||
| By: | /s/ Stephen Markscheid | |
| Name: Stephen Markscheid | ||
| Title: Interim Chief Executive Officer and Chief Financial Officer | ||
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Exhibit 99.1
Fellazo Inc. Provides Update on Trading and Trust Account Status
NEW YORK, NY, March 12, 2020 (GLOBE NEWSWIRE) -- Fellazo Inc. (the “Company”) provided an update on the Company’s activities since it received the delisting determination of the Nasdaq Hearings Panel (the “Panel”) on March 3, 2020.
On March 3, 2020, the Company received a letter from the Panel stating that, following the Company’s appeal of the determination by the staff of Nasdaq’s Listing Qualifications Department (“Staff”) to delist the Company’s securities, the Panel had affirmed Staff’s delisting decision and had determined to delist the Company’s securities from The Nasdaq Stock Market. The Company’s securities have ceased trading on Nasdaq and are not trading on the over-the-counter market since their suspension by Nasdaq following the Panel’s decision, effective at the open of business on March 5, 2020. Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the Securities and Exchange Commission after applicable appeal periods have lapsed.
As of the close of business on March 11, 2020, an aggregate of $58,366,134.06 was held in the Company’s trust account. The Company is currently evaluating various alternatives for the Company to execute on its business objective following its delisting from Nasdaq, which alternatives include but are not limited to a possible liquidation of the trust, and will pursue the course of action that it believes is in the best interest of the Company and its shareholders.
There can be no assurance that the Company will be able to find a suitable acquisition target on favorable terms or develop an alternative business plan. The Company does not undertake any obligation to provide any updates with respect to this or any other developments, except as required under applicable law.
About Fellazo Inc.
Fellazo Inc. is a 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 the Company is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, it intends 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. This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including its ability to maintain a trading market for its securities and to consummate an initial business combination. 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. 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
Stephen Markscheid
Interim Chief Executive Officer
Fellazo Inc.
stephen.markscheid@tkkcapital.com