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 14, 2022 (
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (I.R.S. Employer Identification No.) |
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| (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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The | ||||
| The Stock Market LLC |
Item 8.01. Other Events.
On April 14, 2022, the Company issued a press providing the information of the status of the merger with SolarMax Technology, Inc. and the related status of the merger proxy statement. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibits Number |
Exhibit Description | |
| 99.1 | Press release date April 14, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 14, 2022 | ||
| ALBERTON ACQUISITION CORPORATION | ||
| By: | /s/ Guan Wang | |
| Name: Guan Wang Title: Chief Executive Officer | ||
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Exhibit 99.1
Alberton Acquisition Corporation Provides an Update with Regards to The Merger
New York, April 14, 2022 (GLOBE NEWSWIRE) -- 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.
Under the current charter of the Company and pursuant to the Merger Agreement, the Company needs to complete its initial business combination on or before April 26, 2022. Additionally, as previously announced, the Company has obtained an extension from a Nasdaq Hearings Panel through April 26, 2022, to complete the Merger in order for the Company’s securities – units, ordinary shares, warrants and rights – to remain listed on Nasdaq. If the Merger is not completed, the Company’s securities will be suspended by Nasdaq promptly following April 26, 2022, or such earlier date as Nasdaq has determined that the Merger cannot be completed by April 26, 2022. Upon such trading suspension, the Company’s securities will be traded on the over-the-counter market. As of April 13, 2022, the registration statement on Form S-4 (file no. 333-251825, the “S-4”) with a proxy statement containing information about the Merger was not declared effective by the U.S. Securities and Exchange Commission (the “Commission”). If the Company cannot commence mailing of a definitive proxy statement on April 14, 2022, the Company will not be able to consummate the Merger by April 26, 2022 and will be forced to dissolve and liquidate.
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.
About SolarMax
SolarMax, a Nevada corporation, is an integrated solar energy company. Its principal executive offices are located at 3080 12th Street, Riverside, California 92507. SolarMax’ website is http://www.solarmaxtech.com. Any information contained on, or that can be accessed through, SolarMax’ website or any other website is not a part of this press release.
Additional Information about the Proposed Merger and Where to Find It
Alberton filed with the SEC a registration statement on Form S-4 (file no. 333-251825) with a proxy statement containing information about the proposed merger and the respective businesses of Alberton and SolarMax Technology, Inc., a Nevada corporation (“SolarMax”). Alberton will mail a final prospectus and definitive proxy statement and other relevant documents once the S-4 is declared effective. Alberton and SolarMax shareholders are urged to read the preliminary prospectus and proxy statement and any amendments thereto and the final prospectus and definitive proxy statement in connection with the solicitation of proxies for the special meetings to be held to approve the proposed transaction, because these documents will contain important information about Alberton, SolarMax and the proposed transaction. The final prospectus and definitive proxy statement will be mailed to shareholders of Alberton and SolarMax as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a free copy of the proxy statement, as well as other filings containing information about Alberton without charge, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and other filings with the SEC can also be obtained, without charge, by directing a request to: Alberton Acquisition Corporation, Room 1001, 10/F, Capital Center, 151 Gloucester Road, Wanchai, Hong Kong.
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