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 23, 2020 (April 23, 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 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
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 5.03 Amendments to Memorandum of Association and Articles of Association.

 

On April 23, 2019, in connection with the Special Meeting (defined as below), Alberton Acquisition Corporation (the “Company”) filed with the Registrar of the British Virgin Islands an Amendment to Regulation 47 of the Company’s Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On April 23, 2020, the Company held its special meeting of the shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders voted on two proposals, each of which is described in more details in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2020 (the “Proxy Statement”). At the beginning of the Special Meeting, there were 10,065,492 ordinary shares in person or by proxy, which represented 68.52% of the voting power of the ordinary shares entitled to vote at the Special Meeting, which constituted a quorum for the transaction of business. As a result, the proposal to adjourn the meeting was no longer applicable.

 

At the Special Meeting, the following proposal were voted on and approved:

 

To amend the Company’s memorandum and articles of association (as may amended from time to time, the “M&A”), to extend the date before which the Company must complete a business combination (the “Termination Date”) from April 27, 2020 (the “Current Termination Date”) to October 26, 2020 or such earlier date as determined by the Board of the Company (the “Extended Termination Date”), and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended by amending the M&A to include an additional regulation 47.15 in the Articles of Association. 

 

For   Against   Abstain
9,816,192   249,300   0

 

Shareholders holding 10,073,512 public shares exercised their right to redeem such public shares for a pro rata portion of the Trust Account. As a result, an aggregate of $105,879,118 (or $10.51 per share) was removed from the trust account to pay such holders.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   

Description

   
3.1   Amendment to Regulation 47 of Articles of Association

   

1

 

 

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 24, 2020
   
  ALBERTON ACQUISITION CORPORATION
   
  By:  /s/ Guan Wang
    Name: Guan Wang
Title: Chief Executive Officer

 

 

2

 

 



 

Exhibit 3.1

 

Amendment to Regulation 47 of Articles of Association

 

In connection with the extension of the periods that the Company needs to consummate an initial business combination, Regulation 47.15 will be added to Regulation 47 of Articles of Association:

 

“47.15 47.15 Notwithstanding Article 47.7(b), if the Company is unable to consummate a Business Combination within 12, 15, or 18 months of the IPO and Members duly approve (or have duly approved), by way of Resolution of Members passed by Members holding 65% or more of the votes of the Company’s shares cast (in person or by proxy) at the special meeting and voting on the proposal, an extended period of time by which the Company must complete a Business Combination, the Company shall have until October 26, 2020 or such earlier date as may be determined by the Board (such date or such earlier date as may be so determined, the “Extended Termination Date”) to consummate such Business Combination; provided that the Company shall have offered all Members holding Public Shares the opportunity to redeem all or a portion of their Shares upon approval of such Resolution of Members at a per Share price, payable in cash, equal to the aggregate amount of the Trust Fund, including interest earned on the funds held in the Trust Fund and not previously released to the Company to pay its taxes, divided by the number of then Public Shares in issue. In such event, the phrase “within 12, 15, or 18 months of the IPO” referred to in Article 47.7(b) shall be deemed replaced with the phrase “by the end of the Extended Termination Date.”