8-K/A 1 f8k101119a_albertonacq.htm FORM 8-K/A

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

   

Form 8-K/A

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

October 28, 2019 (October 11, 2019)

Date of Report (Date of earliest event reported)

 

ALBERTON ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

British Virgin Islands   001-38715   N/A
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

Room 1001, 10/F, Capital Center

151 Gloucester Road

Wanchai, Hong Kong

  N/A
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +852 2117 1621

 

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 company 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
Units, each consisting of one ordinary share,
one redeemable warrant, and one right
  ALACU   The Nasdaq Stock Market LLC
Ordinary shares, no par value   ALAC   The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable
for one-half (1/2) of one ordinary share
  ALACW   The Nasdaq Stock Market LLC
Rights, each to receive one-tenth (1/10) of one ordinary share   ALACR   The Nasdaq Stock Market LLC

 

 

 

 

 

 

 

 

 Explanatory Note 

This Current Report on Form 8-K/A is being filed as an amendment (this “Amendment No. 1”) to the Current Reports on Form 8-K filed by Alberton Acquisition Corporation with the Securities and Exchange Commission (the “SEC”) on October 17, 2019 (the “Original Report”). This Amendment No. 1 is being filed to supplement certain information regarding changes to certain committees of the Company’s board of directors. Except as set forth herein, this Amendment No. 1 does not amend, modify or update the disclosure contained in the Original Report.

  

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 11, 2019, in order to satisfy Nasdaq listing standards that the majority of the Board of Directors (the “Board”) of Alberton Acquisition Corporation (the “Company”) be independent, Mr. Keqing (Kevin) Liu tendered his resignation from his position as a director of the Company effective immediately. The Board accepted Mr. Liu’s resignation, effective immediately. Mr. Liu’s decision did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

On the same day, Ms. Guan Wang tendered her resignation from her position as the Secretary to the Board. The Board accepted Ms. Wang’s resignation and appointed Mr. Keqing (Kevin) Liu as the Secretary of the Board (without any voting power) to fill the vacancy created by the resignation of Ms. Guan Wang, effective immediately.

 

In addition, on October 11, 2019, pursuant to relevant Nasdaq rules, the Board reviewed the independence of Mr. Howard Jiang as a board member and concluded that each of Mr. Jiang, Mr. John W. Allen and Mr. Harry Edelson, respectively, is qualified as an independent director under the relevant Nasdaq rules. The Board has also concluded that it is in the best interest of the Company that each of its existing committees consists solely of independent directors. As a result, the Board accepted the resignation of Mr. Bin (Ben) Wang from his position as a member of each of Audit Committee and Nominating Committee and appointed Mr. Howard Jiang to fill the vacancy. Furthermore, the Board also appointed the chairman of its existing committees.

 

As a result, the Board is composed with a majority of independent directors and each committee of the Board is composed solely with independent directors as set forth below:

 

Committees  Members (All Independent Directors)
Audit Committee Harry Edelson (Chairman) John W. Allen Howard Jiang
Compensation Committee John W. Allen (Chairman) Harry Edelson Howard Jiang
Nominating Committee Howard Jiang  (Chairman) Harry Edelson John W. Allen

  

Item 7.01. Regulation FD Disclosure.

 

On October 11, 2019, the Board approved the Company’s Audit Committee Charter, Compensation Committee Charter, and Corporate Governance and Nominating Committee Charter.

 

Copies of the Charter for each of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee are files as Exhibits 99.199.2 and 99.3 to this Current Report on Form 8-K/A.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No   Description
     
99.1   Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the registrant’s current report on Form 8-K filed on October 17, 2019)
     
99.2   Compensation Committee Charter(incorporated by reference to Exhibit 99.2 to the registrant’s current report on Form 8-K filed on October 17, 2019)
     
99.3   Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to the registrant’s current report on Form 8-K filed on October 17, 2019)

 

 

 

 

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: October 28, 2019
   
  ALBERTON ACQUISITION CORPORATION
   
  By:  /s/ Bin (Ben) Wang
    Name: Bin (Ben) Wang
Title: Chief Executive Officer