Exhibit 99-2
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
April 20, 2020 (April 17, 2020)
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 |
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 17, 2020, Alberton Acquisition Corporation (“Alberton” or the “Company’), issued an unsecured promissory note in the aggregate principal amount of $500,000 (the “Note”) to Qingdao Zhongxin Huirong Distressed Asset Disposal Co, Ltd. (“AMC Sino”), a PRC company based in Qingdao, China, its registered assignees or successor in interest (the “Payee”). The Note was issued in connection with a non-binding letter of intent entered into by and between Alberton and Zhongxin AmcAsset Limited (“AmcAsset”), a holding company incorporated in the British Virgin Islands, to consummate a potential business combination with AmcAsset (the “LOI”). AmcAsset is a transnational distressed asset management company with foothold in the U.S. and China, and undergoing global expansion. AmcAsset holds 100% equity interest of Quest Mark Capital Inc., a California corporation located in Los Angeles, and Qingdao Zhongbiao Distressed Asset Management Co., Ltd (“Zhongbiao”), to which AMC Sino is related.
The principle of the Note of $500,000 will be paid in installments according to the needs of Alberton, with the first payment of no less than $100,000 to be made within one business day after execution of the Note. The Note is non-interest bearing and is payable on the date on which Alberton consummates its initial business combination with Payee or another qualified target company (a “Qualified Business Combination” and such date, the “Maturity Date”), subject to certain mandatory repayment arrangement set forth in the Note. The principal balance may be prepaid at any time without penalty.
Notwithstanding the issuance of the Note and the non-binding LOI, Alberton has not entered into any definitive agreements, for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities.
The foregoing is a brief description of the material terms and conditions of the Note, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation Fair Disclosure
On April 20, 2020, the Company issued the attached press release (the “Press Release”), announcing the issuance of the Note and Revised Contribution (defined herein below).
Item 8.01 Other Events.
The Company will be holding a special shareholder meeting on April 23, 2020 to, among other things, extend the date by which the Company must complete its initial business combination from April 27, 2020 to October 26, 2020 or such earlier date as determined by the Board (the “Extension”).
On April 20, 2020, the Company announced that it has agreed that if the Extension is approved, for the aggregate public shares that are not redeemed by the Company’s shareholders in connection with the Extension (collectively, the “Remaining Shares”, each, a “Remaining Share”), for each monthly period, or portion thereof, that is needed by the Company to complete an initial business combination during the Extension, it will deposit $60,000 per month in the trust account (the “Cash Contribution”). The Cash Contribution will be deposited as additional interest on the proceeds in the trust account and will be distributed pro rata as a part of redemption amount to each Remaining Share in connection with a future redemption. In addition, at the earlier date (the “Issuance Date”) of the consummation of its initial business combination and the expiry of the Extension, the Company will issue a dividend of one warrant to purchase one-half of one ordinary share for each Remaining Share. Each such warrant will be identical to the warrants included in the units sold in the Company’s initial public offering (the “Dividend”, collectively with the Cash Contribution, the “Revised Contribution”). The Revised Contribution replaces the $0.02 per public share per month (the “Original Contribution”) that was previously disclosed in the Company’s definitive proxy statement filed and mailed to shareholders in connection with the Extension on or about March 31, 2020.
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In addition, the Cash Contribution is subject to the following deposit schedule (the “Deposit Schedule”): the aggregate amount of the cash contribution of first two months of $120,000 will be deposited into the trust account within 7 business days of April 27, 2020 and the cash contribution of each subsequent month of $60,000 will be deposited into the trust account with 7 business days of 27th day of such month. The Company plans to deposits the proceeds of the Note into the trust account as the Cash Contribution pursuant to the Deposit Schedule. The Company is also advised by Mrs. Guan Wang, its Chief Executive Officer and Chairwoman, that she may contribute to the Company as loan for any remaining balance of the Cash Contribution on as needed basis in a timely manner.
Additional Information
The Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement in connection with the Extension and other matters and, on or about March 31, 2020, mailed the definitive proxy statement and other relevant documents to the Company’s shareholders as of the March 13, 2020 record date for the Special Meeting. The Company’s shareholders and other interested persons are advised to read the definitive proxy statement and any other relevant documents (including a supplement to the definitive proxy statement) that have been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the Special Meeting because these documents will contain important information about the Company, the Revised Contribution, the Revised Redemption Deadline, the Extension and related matters. Shareholders may also obtain a free copy of the definitive proxy statement, as well as other relevant documents that have been or will be filed with the SEC (including a supplement to the definitive proxy statement), without charge, at the SEC's website located at www.sec.gov or by directing a request to Advantage Proxy, Inc., the Company’s proxy solicitor, at (877) 870-8556 (banks and brokers can call collect at (206) 870-8565) or at ksmith@advantageproxy.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitations of proxies from the Company’s shareholders in respect of the Extension and the other matters set forth in the definitive proxy statement. Information regarding the Company’s directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Company’s definitive proxy statement for the Extension, which has been filed with the SEC.
Forward-Looking Statements
This Current Report on Form 8-K may include forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as “may,” “believe” and “expect.” These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. Actual results may differ materially from those expressed herein due to many factors such as, but not limited to, the ability of the Company to obtain shareholder approval for the Extension and related matters, the ability of the Sponsor to make the Revised Contribution, the ability of the Company to consummate an initial business combination, and the risks identified in the Company’s prior and future filings with the SEC (available at www.sec.gov), including the Company's definitive proxy statement filed in connection with the Extension (and the supplement to the definitive proxy statement that the Company intends to file on April 20, 2020) and the Company's Annual Report on Form10-K filed on March 16, 2020. These statements speak only as of the date they are made and the Company undertakes no obligation to update any forward-looking statements contained herein to reflect events or circumstances which arise after the date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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 20, 2020 | ||
| ALBERTON ACQUISITION CORPORATION | ||
| By: | /s/ Guan Wang | |
|
Name: Guan Wang
Title: Chief Executive Officer |
||
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Exhibit 99-2
Exhibit 99.2
Alberton Acquisition Corporation Announced Revised Contribution in connection with the Extension and Issuance of a Promissory Note
under a Non-Binding Letter of Intent
New York, April 20, 2020 --Alberton Acquisition Corporation (NASDAQ: ALAC, the “Company”) today announced that in light of the upcoming special shareholder meeting to be held on April 23, 2020, if the shareholders approves to extend the date by which the Company must complete its initial business combination from April 27, 2020 to October 26, 2020 or such earlier date as determined by the board (the “Extension”), for aggregate public shares that are not redeemed by the public shareholders in connection with the Extension (collectively, the “Remaining Shares”, each, a “Remaining Share”), for each monthly period, or portion thereof, that is needed by the Company to complete an initial business combination, it will deposit $60,000 per month during the Extension into the trust account as additional interest on the proceeds in the trust account Extension (the “Cash Contribution”). The deposit of first two months’ contribution of $120,000 will be made within 7 business days of April 27, 2020 and deposit of each subsequent month’s contribution of $60,000 will be made within 7 business days of 27th day of such month.
In addition to the Cash Contribution, at the earlier date (the “Issuance Date”) of the consummation of its initial business combination and the expiry of the Extension, the Company will issue a dividend of one warrant to purchase one-half of one ordinary share for each Remaining Share. Each such warrant will be identical to the warrants included in the units sold in the Company’s initial public offering (the “Dividend”, collectively with the Cash Contribution, the “Revised Contribution”). The Revised Contribution replaces the $0.02 per public share per month (the “Original Contribution”) that was previously disclosed in the Company’s definitive proxy statement filed and mailed to shareholders in connection with the Extension on or about March 31, 2020.
Furthermore, on April 17,2020, the Company issued a promissory note (the “Note”) to Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd, its registered assignee or successor in interest (“AMC Sino”) in connection with a non-binding letter of intent (“LOI”) to consummate a business combination with Zhongxin AmcAsset Limited (“AmcAsset”), an affiliate of AMC Sino. The principal amount of the note is $500,000 to be paid in installments according to the needs of the Company with the first payment of no less than $100,000 to be made within one business day after the execution of the Note.
Guan Wang, Chairman and CEO of the Company stated, “we are very excited about this important step forward in our search of suitable targets. AmcAsset has demonstrated strong interest and capability in cooperating with us to consummate a qualified business combination. We intend to deposit the proceeds of the Note into the trust account as the Cash Contribution for public shareholders and I personally will contribute to the Company as a loan for remaining balance, if any. We hope to come back soon with more updates on the progress of our work in this regard.”
Notwithstanding the issuance of the Note and the non-binding LOI, the Company has not entered into any definitive agreements, for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities.
About ALAC
ALAC is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. ALAC’s efforts to identify a target business have not been limited to a particular industry or geographic region.
About AmcAsset
AmcAsset is a transnational distressed asset management company with foothold in the U.S. and China and undergoing global expansion. AmcAsset is a British Virgin Island company holding 100% equity interest of Quest Mark Capital Inc., a California corporation located in Los Angeles, and Qingdao Zhongbiao Distressed Asset Disposal Co., Ltd, a Chinese entity and an affiliate of AMC Sino.
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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 ALAC 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 Risk Factors section of ALAC’s Form 10-K, its Quarterly Reports on Form 10-Q 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, ALAC disclaims any intention or obligation to update or revise any forward looking statements whether as a result of new information, future events or otherwise.
Contacts
Alberton Acquisition Corp.
Kevin Liu
Email: kevinliu@albertoncorp.com