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

 

March 23, 2021 (March 19, 2021)

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

 

 

 

 

 

 

ADDITIONAL INFORMATION

 

COMMENCING SHORTLY AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K, ALBERTON ACQUISITION CORPORATION (“ALBERTON”) INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS SHAREHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING ALBERTON’S SECURITIES, IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION TRANSACTION WITH SOLARMAX TECHNOLOGY, INC. (“SOLARMAX”), AS DESCRIBED IN THIS REPORT.

 

THE PROPOSED BUSINESS COMBINATION WILL BE SUBMITTED TO SHAREHOLDERS OF ALBERTON AND SOLARMAX FOR THEIR CONSIDERATION AT SPECIAL MEETINGS OF THEIR RESPECTIVE SHAREHOLDERS. ALBERTON HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A PRELIMINARY PROXY STATEMENT AND INTENDS TO FILE FURTHER PRELIMINARYAND DEFINITIVE PROXY STATEMENTS IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AND OTHER MATTERS. ALBERTON AND SOLARMAX WILL MAIL A DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO THEIR RESPECTIVE SHAREHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE BUSINESS COMBINATION. SHAREHOLDERS OF ALBERTON AND SOLARMAX AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS WILL ALSO BE ABLE TO OBTAIN A FREE COPY OF THE PROXY STATEMENT, AS WELL AS OTHER FILINGS CONTAINING INFORMATION ABOUT ALBERTON, SOLARMAX AND THE PROPOSED BUSINESS COMBINATION, ONCE SUCH DOCUMENTS ARE FILED WITH THE SEC, WITHOUT CHARGE, AT THE SEC’S WEBSITE (WWW.SEC.GOV). COPIES OF THE PROXY STATEMENT AND SUCH OTHER FILINGS WITH THE SEC CAN ALSO BE OBTAINED, WITHOUT CHARGE, BY DIRECTING A REQUEST TO ALBERTON AT ROOM 1001, 10/F, CAPITAL CENTER, 151 GLOUCESTER ROAD, WANCHAI, HONG KONG.

 

PARTICIPANTS IN THE SOLICITATION

 

ALBERTON, SOLARMAX AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS AND OTHER PERSONS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM ALBERTON’S AND SOLARMAX’ SHAREHOLDERS IN RESPECT OF THE PROPOSED BUSINESS COMBINATION. INFORMATION REGARDING ALBERTON’S DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019, FILED WITH THE SEC ON MARCH 16, 2020 AND A FORM 8-K FILED WITH THE SEC ON OCTOBER 22, 2020. A LIST OF THE NAMES OF SOLARMAX’S DIRECTORS AND EXECUTIVE OFFICERS, ADDITIONAL INFORMATION REGARDING THE PARTICIPANTS IN THE PROXY SOLICITATION AND A DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS ARE CONTAINED IN THE PROXY STATEMENT IN FORM S-4 (FILE NO. 333-251825) RELATING TO THE TRANSACTION WITH SOLARMAX WHICH HAS NOT BEEN DELCARED EFFECTIVE WITH THE SEC AND CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE. 

 

DISCLAIMER

 

THIS REPORT AND THE EXHIBITS HERETO ARE NOT A PROXY STATEMENT OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES OR IN RESPECT OF THE PROPOSED BUSINESS COMBINATION AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF ALBERTON OR SOLARMAX, NOR SHALL THERE BE ANY SALE OF ANY SUCH SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE OR JURISDICTION. NO REGISTERED 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.

  

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FORWARD LOOKING STATEMENTS

 

THIS REPORT AND THE EXHIBITS HERETO INCLUDE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE SAFE HARBOR PROVISIONS OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ANY ACTUAL RESULTS MAY DIFFER FROM EXPECTATIONS, ESTIMATES AND PROJECTIONS PRESENTED OR IMPLIED AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD-LOOKING STATEMENTS AS PREDICTIONS OF FUTURE EVENTS. WORDS SUCH AS “EXPECT,” “ESTIMATE,” “PROJECT,” “BUDGET,” “FORECAST,” “ANTICIPATE,” “INTEND,” “PLAN,” “MAY,” “WILL,” “COULD,” “SHOULD,” “BELIEVES,” “PREDICTS,” “POTENTIAL,” “CONTINUE,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, ALBERTON’S EXPECTATIONS WITH RESPECT TO FUTURE PERFORMANCE, ANTICIPATED FINANCIAL IMPACTS OF THE PROPOSED BUSINESS COMBINATION, APPROVAL OF THE BUSINESS COMBINATION TRANSACTIONS BY SECURITY HOLDERS, THE SATISFACTION OF THE CLOSING CONDITIONS TO SUCH TRANSACTIONS AND THE TIMING OF THE COMPLETION OF SUCH TRANSACTIONS.

 

SUCH FORWARD-LOOKING STATEMENTS RELATE TO FUTURE EVENTS OR FUTURE PERFORMANCE, BUT REFLECT THE PARTIES’ CURRENT BELIEFS, BASED ON INFORMATION CURRENTLY AVAILABLE. MOST OF THESE FACTORS ARE OUTSIDE THE PARTIES’ CONTROL AND ARE DIFFICULT TO PREDICT. A NUMBER OF FACTORS COULD CAUSE ACTUAL EVENTS, PERFORMANCE OR RESULTS TO DIFFER MATERIALLY FROM THE EVENTS, PERFORMANCE AND RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE, AMONG OTHER THINGS: THE POSSIBILITY THAT THE BUSINESS COMBINATION DOES NOT CLOSE OR THAT THE CLOSING MAY BE DELAYED BECAUSE CONDITIONS TO THE CLOSING MAY NOT BE SATISFIED, INCLUDING THE RECEIPT OF REQUISITE SHAREHOLDER, NASDAQ AND OTHER APPROVALS, THE FUNDS AVAILABLE TO THE SURVIVING CORPORATION AFTER THE MERGER FROM THE TRUST ACCOUNT, AFTER TAKING INTO ACCOUNT ANY REDEMPTIONS BY PUBLIC STOCKHOLDERS, AND FROM ANY PRIVATE FINANCINGS; THE PERFORMANCES OF ALBERTON AND SOLARMAX, AND THE ABILITY OF ALBERTON OR, AFTER THE CLOSING OF THE TRANSACTIONS, THE COMBINED COMPANY, TO CONTINUE TO MEET THE NASDAQ CAPITAL MARKET’S LISTING STANDARDS; THE REACTION OF SOLARMAX’ CUSTOMERS, LENDERS, SUPPLIERS AND OTHERS WITH WHICH SOLARMAX CONDUCTS BUSINESS, SERVICE PROVIDERS TO THE BUSINESS COMBINATION; UNEXPECTED COSTS, LIABILITIES OR DELAYS IN THE BUSINESS COMBINATION TRANSACTION; SOLARMAX’ ABILITY TO OPERATE PROFITABLY, SOLARMAX’ ABILITY TO EXPAND ITS CUSTOMER BASE IN CHINA, THE EFFECT OF THE COVID-19 PANDEMIC AND THE ACTIONS TAKEN BY GOVERNMENTS TO ADDRESS THE PANDEMIC; THE EFFECTS OF ANY CURRENT OR NEW GOVERNMENT REGULATIONS IN THE UNITED STATES AND CHINA THAT RELATE TO SOLAR ENERGY AND AFFECT THE MARKET FOR SOLAR ENERGY; THE EFFECT OF TRADE RELATIONS BETWEEN THE UNITED STATES AND CHINA; THE OUTCOME OF ANY LEGAL PROCEEDINGS RELATED TO THE TRANSACTION; THE OCCURRENCE OF ANY EVENT, CHANGE OR OTHER CIRCUMSTANCES THAT COULD GIVE RISE TO THE TERMINATION OF THE BUSINESS COMBINATION TRANSACTION AGREEMENT; AND GENERAL ECONOMIC CONDITIONS.

 

THE FOREGOING LIST OF FACTORS IS NOT EXCLUSIVE. ADDITIONAL INFORMATION CONCERNING THESE AND OTHER RISK FACTORS ARE CONTAINED IN ALBERTON’S MOST RECENT FILINGS WITH THE SEC. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS CONCERNING ALBERTON AND SOLARMAX, THE BUSINESS COMBINATION TRANSACTIONS DESCRIBED HEREIN OR OTHER MATTERS AND ATTRIBUTABLE TO ALBERTON, SOLARMAX, SOLARMAX’S SHAREHOLDERS OR ANY PERSON ACTING ON BEHALF OF ANY OF THEM ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS ABOVE AND THOSE SET FORTH IN THE PROXY STATEMENT WHEN FILED WITH THE SEC AND DISTRIBUTED TO THE SHAREHOLDERS OF ALBERTON AND SOLARMAX, INCLUDING THE SECTIONS “CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS,” “RISK FACTORS,” “ALBERTON MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPTIONS,” AND “SOLARMAX MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.” READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON ANY FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. NEITHER ALBERTON NOR SOLARMAX UNDERTAKES OR ACCEPTS ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT TO REFLECT ANY CHANGE IN THEIR EXPECTATIONS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED, EXCEPT AS REQUIRED BY LAW.
 

2

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 19, 2021, Alberton Acquisition Corporation, a British Virgin Islands corporation (“Alberton”), Alberton, Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of Alberton (“Merger Sub”), and SolarMax Technology, Inc., a Nevada corporation (“SolarMax”) entered into a second amendment (the “Second Amendment”), to a certain agreement and plan of merger, dated as of October 27 ,2020 (as amended, the “Merger Agreement”), pursuant to which SolarMax has agreed to provide two additional Extension Loans (as defined in the Merger Agreement), each in the amount of $70,674 per month, the principal of which will be repaid by delivery such number of Sponsor Shares (as defined in the Merger Agreement) with the same value as determined under the Merger Agreement to the Surviving Corporation (as defined in the Merger Agreement) for cancellation. SolarMax had previously made six extension loans to Alberton in the total amount of $402,696.

 

A copy of the Second Amendment is filed as Exhibit 2.1 to this report.

 

Item 7.01 Regulation FD Disclosure.

 

Attached as Exhibit 99.1 is an investor presentation dated March 2021, that will be used by Alberton with respect to the transactions contemplated in the Merger Agreement.

 

The foregoing Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This report should not be deemed an admission as to the materiality of any information contained in the investor presentation. Bison does not undertake any obligation to update the investor presentation.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Number   Description
   
2.1   Second Amendment to Agreement and Plan of Merger dated March 19, 2021
99.1   Investor Presentation dated March 2021

 

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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.

 

Date: March 23, 2021

 

  ALBERTON ACQUISITION CORPORATION

 

  By:  /s/ Guan Wang
    Name: Guan Wang
Title: Chief Executive Officer

 

 

4

 

Exhibit 2.1

 

SECOND AMENDMENT

 

Second Amendment dated March 19, 2021, to the Agreement and Plan of Merger dated October 27, 2020, by and among Alberton Acquisition Corporation, Alberton Merger Subsidiary, Inc. and SolarMax Technology, Inc. as amended by an amendment dated November 10, 2020, which agreement, as so amended being referred to as the “Merger Agreement.”

 

1. All terms defined in the Merger Agreement and used in this Amendment shall have the same meaning in this Amendment as in the Merger Agreement.

 

2. Section 5.12(a) of the Merger Agreement is amended to read as follows:

 

“(a) The Purchaser and the Company acknowledge that the Purchaser has extended the date by which the Purchaser must consummate its initial Business Combination from April 27, 2020 to October 26, 2020 which was further extended to April 26, 2021 (the “Extensions”). The Purchaser and the Company acknowledge that in order to finance the Extensions, pursuant to the Merger Agreement, Company has made two loans to the Purchaser each in the amount of $60,000 and four loans each in the amount of $70,674, as non-interest bearing loans (collectively, the “Extension Loans” and each an “Extension Loan”), repayable upon the earlier of the consummation of the Purchaser’s Business Combination or liquidation (subject to Section 8.1) or as otherwise provided in the notes, and the Company agrees to make up to two additional Extension Loans (the “Additional Loans”) in the amount $70,674 per month; provided, that the Company shall not be required to make more than two Additional Loans. The first Additional Loan will be made on the date of this Agreement and the second Additional Loan shall be made in April 2021.

 

3. Pursuant to the Merger Agreement, Purchaser agreed, that at the Closing, Purchaser shall cause to be delivered to the Surviving Corporation for cancellation, such number of Sponsor Shares as have a value, determined as provided in the Merger Agreement, equal to the amount by which each $70,674 loan exceeded $60,000, which was the amount the Company had initially agreed to pay. In connection with this Amendment, Purchaser shall cause to be delivered to the Surviving Corporation for cancellation, such number of Sponsor Shares as have a value, determined as provided in the Merger Agreement, equal to the amount of the Additional Loans.

 

4. Purchaser represents and warrants that the holders of the Sponsor Shares have agreed to the provisions of this Amendment.

 

5. Except as amended by this Amendment, the Merger Agreement shall remain in full force and effect.

 

[Signatures on following page]

 

 

 

 

IN WITNESS WHEREOF, each Party hereto has caused this Amendment to be signed and delivered as of the date first written above.

 

  ALBERTON ACQUISITION CORPORATION

 

  By: /s/ Guan Wang
    Name: Guan Wang
    Title: CEO

 

  ALBERTON MERGER SUBSIDIARY, INC.

 

  By: /s/ Guan Wang
    Name: Guan Wang
    Title: CEO

 

  SOLARMAX TECHNOLOGY, INC.

 

  By: /s/ David Hsu
    Name: David Hsu
    Title: CEO

 

[Signature Page to Second Amendment dated March 18, 2021 to Merger Agreement]

 

 

 

 

Exhibit 99.1

 

I NVESTOR P RESENTATION M ARCH 2021 © 2021 SolarMax Technology, Inc.

 

 

© 2021 SolarMax Technology, Inc. 1 Disclaimers This Presentation is for information purposes only and has been prepared by SolarMax Technology, Inc. (“ SolarMax ”) and Alberton Acquisition Corp. (“Alberton”) with respect to the proposed business combination between SolarMax and Alberton (the “Transaction”) to assist interested parties in making their own evaluation with respect to the proposed business combination between SolarMax and Alberton (the “Transaction”) pursuant to an agreement and plan of merger dated October 27, 2020, by and among Alberton, Alberton Merger Subsidiary, which is a wholly - owned subsidiary of Alberton, and SolarMax (as amended, the “Merger Agreement”), including as a potential back - stop or private placement equity investment into in connection with such proposed Transaction (the “Financing”) a nd for no other purpose. Neither SolarMax nor Alberton makes, and each hereby expressly disclaims, any representation or warranty, express or implied, as to the reason ab leness of the assumptions made in this presentation or the accuracy or completeness or the information. Neither SolarMax nor Alberton shall have any liability for any representations or warranties, express or implied, contained in, or omissions from, this Presentation or any other written or oral projection s c ommunications communicated to the recipient in the course of the recipient’s evaluation of SolarMax and Alberton. The data contained herein is derived from various internal and external sources. Neither SolarMax nor Alberton assume any obligation to provide the recipient with access to any additional information. This Presentation contemplates a business combination transaction involving SolarMax and Alberton. Completion of the Transaction is subject to, among other matters, approval by SolarMax stockholders and Alberton shareholders and other closing conditions set forth in the Merger Agreement, including approval by Na sdaq. No assurances that the Transaction will be consummated on the terms or timeframe currently contemplated, if at all. This Present ati on is subject to updating, completion, revision, verification and further amendment. No Offer or Solicitation This Presentation is neither an offer to sell or purchase, nor a solicitation of an offer to sell, buy or subscribe for any s ecu rities, nor is it a solicitation of any vote in any jurisdiction pursuant to the proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer or securiti es in any jurisdiction in contravention of applicable law. No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation and it is an off ense to claim otherwise. The information contained herein does not purport to be all - inclusive. Nothing herein shall be deemed to constitute investment, lega l, tax, financial, accounting or other advice.

 

 

© 2021 SolarMax Technology, Inc. 2 Forward - Looking Statements The statements contained or incorporated by reference in this Presentation include forward - looking statements that involve risks and uncertainties. The forward - looking statements contained in the Presentation reflect SolarMax ’ and Alberton’s beliefs, assumptions and uncertainties and can change as a result of many possible events or factors, not ex pre ssed in our forward - looking statements, many of which are beyond SolarMax ’ or Alberton’s control. All statements, other than statements of historical fact, contained in this Presentation, including sta tements regarding future events, future financial performance, business strategy and plans, and objectives of SolarMax for future operations, are forward - looking statements. Neither SolarMax nor Alberton can guarantee their accuracy. These statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, levels of activity, performance or achievements of the SolarMax and the solar industry to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward - looking statements. Factors that could cause actual results to differ materially from those indicated in the forward - looking statements include, but are not limited to, thos e factors and risk factors identified under the captions “Cautionary Note Concerning Forward - Looking Statements,” “Risk Factors” and “ SolarMax Technology Inc. Management’s Discussion and Analysis of Financial Condition” and elsewhere in the Registration Statement on Form S - 4 which was filed by Alberton in connection with the meetings of shareholders of Alberton and stockholders of SolarMax . You should not place undue reliance on any forward - looking statement. Neither SolarMax nor Alberton undertakes any obligation to publicly update or revise any forward - looking statements after the date hereof to con form the statements to actual results of changed expectations, except as required by applicable law. Risks involved with the Transaction include, and are not limited, to ( i ) the extent of redemptions by public stockholders of Alberton, and the ability of Alberton and SolarMax to obtain a Financing to cover the amount which would be paid from the Trust Account in connection with redemptions by Albert on ’s public shareholders, (ii) the ability of SolarMax and Alberton to meet Nasdaq’s initial listing requirements, including the ability of Alberton to become compliant with Nasdaq ’s continuing listing requirements; (iii) SolarMax’s history of losses, deficiency in stockholders’ equity and the going concern paragraph in its audited financial statements; (i v) SolarMax ’ dependence on one customer, which is a large state - owned entity, for all of its revenue from the PRC in 2020 and which represents SolarMax ’ only current customer for its PRC segment, which represents most of its revenues, and SolarMax ’ ability to continue to do business with this customer; (v) SolarMax ’ ability to obtain necessary project financing for its PRC segment and financing for its domestic financing program; (vi) SolarMax ’ ability to refinance approximately $32.0 million of related party debt which could become due during the year; (vii) SolarMax ’ ability to raise sufficient funding to pay its short - term debt; (viii) significant changes in revenue from quarter to quarter resulting from SolarMax ’ PRC operations reflecting the nature of revenue recognition by SolarMax on its solar farm projects and the limited number of solar far projects for which SolarMax is performing services; (ix) the ability of SolarMax to implement and maintain disclosure controls and internal controls over financial reporting as required for the Sarbanes - Oxley Act; (x) the effect of the COVID - 19 pandemic and steps taken by governments, particularly the State of California and the government of China; (xi) SolarMax ’ dependence upon its chief executive officers and the head of its China segment; (xii) SolarMax ’ ability to identify, hire and retain qualified senior and middle management personnel; (xiii) the continuation and expansio n o f tax incentives and other programs that encourage the use of solar energy; (xiv) the rapid development of solar panels and oth er components which may lead to inventory; (xv) the economic and regulatory climate and weather and other conditions in California and the PRC, including weather conditions, earthquakes, mud sli des, fire, including wildfires, power outages, and other natural disasters and effects of climate change; (xvi) additional costs SolarMax may incur if the output of its systems for which SolarMax provides a production guaranty does not meet the required minimums; (xvii) the potential ability of SolarMax ’ directors and officers to significantly affect any action that requires stockholder approval; (xviii) risks associated with co nducting business in the PRC, including, but not limited to, changes in policies of the Chinese government, a deterioration in the relationships betwe en the United States and China, the legal system in China which may not adequately protect our rights, change in the Chinese economy and steps taken by the government to address the changes, inflat ion , adverse weather conditions, fluctuations in the currency ratio between the U.S. dollar and the RMB, currency exchange restrictions, the interpretation of tax laws, tariffs and importation reg ulations; (xix) regulations affecting SolarMax ’ operations in the PRC, including but not limited to, regulations relating to investments in its PRC subsidiaries, labor laws and other laws relating to employee relations, licensing, the development, construction and operation of solar power projects, and the sale of power generated from the projects, cybersecurity and the failure to comply with any suc h regulations may impair its ability to operate in China; (xx) limitations on the ability of SolarMax ’ China subsidiaries to pay dividends to SolarMax ; (xxi) SolarMax ’ competitive disadvantage in China because it must comply with the Foreign Corrupt Practices Act; and (xxii) SolarMax ’ plan to use any cash it generates for operations and not to pay dividends.

 

 

© 2021 SolarMax Technology, Inc. 3 SolarMax Technology to Merge with Alberton Acq . Corp. Alberton Acquisition Corp . is a special purpose acquisition company (SPAC) that publicly trades on Nasdaq with symbols ALACU (units), ALAC (ordinary shares), ALACW (warrants), and ALACR (rights) Alberton raised ~ $ 115 million through its IPO on October 24 , 2018 (including over - allotment) currently having ~ $ 15 . 2 in the trust account as of December 31 , 2020 after redemptions in connection with extensions of the date for Alberton to complete the business combination . Net proceeds from the transaction of ~ $ 15 million placed on the balance sheet, net of transaction expenses, assuming that any redemptions are replaced by back - stop financing, which is being negotiated . Current shareholders of SolarMax to receive newly issued Alberton equity securities with a value of ~ $ 300 million and are expected to maintain ~ 83 % of pro forma ownership Transaction expected to close in April 2021 , subject to customary regulatory approvals Post - Transaction Ownership Breakdown 1 2 83% 17% SolarMax Shareholders Alberton Shareholders 1. Assumes merger consideration of $300M and Alberton share value at $10.77 and additional 1,147,588 Alberton shares upon conversion of outstanding rights. 2. Does not include various factors such as cancellation of certain Alberton sponsor shares, redemption of public shares, closing redemption price, potential financing or other potential issuances by the combined entity after the merger, including shares issuable upon exercise of warrants and equity incentives under the long - term incentive plan.

 

 

© 2021 SolarMax Technology, Inc. 4 What We Do California’s Renewable Energy Leader Premium quality solar energy systems, designed, engineered and assembled in the U.S. with a dedicated team to handle every detail of the customer’s solar panel, battery or LED installation 12,000+ Homes & Businesses Installed ~165,000 Sq. Ft. Facility Headquarters Top 1% Solar Installers in the U.S.* * Based on information from Solar Power World, July 2020

 

 

Founded in 2008 Headquarters in Riverside, CA Calendar Year - End: December 31 Integrated solar energy company with operations in the United States and China Over 100 employees in four offices across the U.S. and China engaged in sales and marketing, operations, engineering and installation, and accounting and administration SolarMax Snapshot © 2021 SolarMax Technology, Inc. 5

 

 

© 2021 SolarMax Technology, Inc. 6 Company Milestones 2009 Organization and start - up in U.S. 2008 Company Formed 2010 – 2012 Expansion of U.S. commercial solar and some residential 2009 Offered solar financing program 2012 – Present Significant expansion of residential solar 2012 Move to Riverside facility 2013 Acquired and commenced LED business in California 2015 – 2016 Acquired and formed China solar farm businesses 201 6 First China revenues 2017 – Present Continued U.S. and China expansion

 

 

SolarMax’s Renewable Energy Solutions © 2021 SolarMax Technology, Inc. 7 Solar LED Batteries Provide reliable, cost - effective solar solutions for both commercial and residential customers Engineering, procurement and construction of solar farms (China) LED lighting design and conversion – trusted partner for commercial, industrial and government services One of only few LED roadway luminaire companies listed on CALTRANS’ Authorized Material List (AML) Provides power to residential and commercial customers in the event of unexpected outages Provides reliable, safe and cost - effective home battery systems such as Tesla, Enphase and LG All products include our production guarantee and end - to - end customer service

 

 

© 2021 SolarMax Technology, Inc. 8 The Customer Experience 1. Free Consultation Comprehensive analysis of energy consumption patterns, solar readiness and explanation of solar options to meet customers’ goals 2. Financing Provide wide array of options through partnerships with trusted lenders 3. Design Engineers analyze roof, shading and energy needs to customize a solar energy system 4. Permitting SolarMax handles each step of the permit process, including submission, paying fees and applying for rebates 5. Installation Solar energy system is installed by experienced and specialized technicians with meticulous precision 6. Customer Service Provide end - to - end customer service for during the lifetime of the product

 

 

PV solar panel installations in the U . S . accounted for 14 % of the global market in 2019 – 2 nd largest PV market in the world The U . S . added 13 . 3 gigawatts of PV installations in 2019 with total capacity expected to grow ~ 70 % in 2020 California ranked first in the U . S . for PV installations in 2017 (~ 2 . 6 gigawatts or ~ 25 % share) California state regulation requires 33 % of state’s electricity come from renewable sources such as solar by 2020 and 50 % by 2030 United States Solar Energy Market Sources: Seeking Alpha, “Solar PV Market Outlook 2020,” February 25, 2020; Renewable Energy World, January 20, 2020; U.S. So lar Market Insight, December 2018; Wikipedia, Solar power by country, June 2020 © 2021 SolarMax Technology, Inc. 9

 

 

Provide sale and installation of PV solar systems, including battery backup systems, with lifetime customer service – also provide exterior and interior LED lighting sales and retrofitting services for governmental and commercial applications Owning and leasing solar systems to third parties through operating leases and power purchase agreements entered into before 2015 Currently only operating within the state of California United States Operations SolarMax Headquarters in Riverside, California. © 2021 SolarMax Technology, Inc. 1 0

 

 

Cost of solar - generated electricity close to the cost of fossil - fuel generated electricity, driving higher PV adoption in China Central authorities reinforce China’s commitment to solar by supporting minimization of non - technical development costs, sufficient grid connections and developer financing Photovoltaic (PV) solar panel installations in China accounted for 32 % of the global market in 2019 – the largest PV market in the world China added 30 gigawatts of PV installations in 2019 – the most added by any country China expects to maintain its position as the worldwide leader in PV installations throughout the 2020 ’s China Solar Energy Market Sources: Seeking Alpha, “Solar PV Market Outlook 2020,” February 25, 2020; Renewable Energy World, January 20, 2020; Wikiped ia, ”Growth of photovoltaics,” June 2020; Wikipedia, Solar power by country, June 2020; IHS Markit at SNEC: Grid parity within reach in Chi na, May 31, 2018 © 2021 SolarMax Technology, Inc. 11

 

 

© 2021 SolarMax Technology, Inc. 12 China Operations Identifying and procuring solar farm projects for resale to third parties Engineering, procurement and construction (EPC) services for solar farm projects SolarMax S olar Farm Project in Guizhou Province, China

 

 

Integrated renewable energy company with operations in the two largest PV markets in the world Experienced management team and professional staff dedicated to being a top customer service provider in the industry China : □ Increased completed EPC megawatts by 35 % in China with a 20 % decrease in revenue due to the Company retaining a 30 % equity interest in two projects that are not recognized as revenue – otherwise, the revenue increase would have been 10 % □ Expanding marketing efforts as a strategy to generate EPC revenue from a major non - affiliated entity . U . S . : □ 17 % increase in completed solar kilowatts from 2018 to 2019 ; 29 % increase in solar revenue □ Expanding efforts to increase residential and commercial solar kilowatts under contract □ On - site panel assembly in the U . S . SolarMax is Well - Positioned in the China and U.S. Markets © 2021 SolarMax Technology, Inc. 13

 

 

© 2021 SolarMax Technology, Inc. 14 Management Team & Directors Chief Executive Officer and Director since February 2008 DAVID HSU STEPHEN BROWN Chief Financial Officer and Secretary since May 2017 • Co - Founder of SolarMax . • 20 years of experience in sales, international business development and management in the automotive and energy industries. • Former CFO of STAAR Surgical, Hoya Surgical Optics and Advanced Sterilization Products, a division of Johnson & Johnson. • 30+ years of experience leading financial divisions in both public and private companies. LEI ZHANG, Ph.D. Director since December 2020 SIMON YUAN Director since February 2008 • Co - Founder of SolarMax . • 30+ years of public accounting experience with Masters of Accountancy from Ohio State University. • Associate professor in Department of Mechanical Engineering, University of Alaska, Fairbanks. • Co - author of various books and articles pertaining to energy technology. • Former Chief Designer and Director of Xing Rong Project Management Company. • 20+ years implementing and integrating renewable energy sources into his architectural designs. • Founder and partner - in - charge of Grand Trust International Law Offices. • Chief executive officer of Taoyuan Enterprise Chamber. • Chairman of Changzhou Almaden Co., Ltd., a publicly traded solar panel manufacturer in Asia and the Middle East and one of SolarMax’s major shareholders. WEI YUAN CHEN Director since April 2010 WEN - CHING YANG, Ph.D. Director since December 2020 JINXI LIN Director since 2014 LEI (STACY) ZHANG Future director following business combination • Chief executive officer of Multipoint Resource Management Corp. • Executive director of Stone Computer Inc. • Vice president of Guizhou Yangyang Mining Investment Co., Ltd.

 

 

© 2021 SolarMax Technology, Inc. Financial Summary 15 Consolidated Statement of Operations Information ($ in thousands) 2020 (Unaudited) 2019 (Unaudited) 2019 2018 China revenue 60,690$ 4,792$ 4,990$ 58,708$ US revenue 27,976 29,632 39,400 31,120 Total revenue 88,666 34,424 44,390 89,828 Gross profit 10,988 7,837 9,739 9,251 Operating income (loss) 992 (4,775) (7,503) (11,499) Net loss attributable to SolarMax Technology, Inc.* (993) (6,747) (8,917) (14,598) Net loss per share (basic and diluted) (0.01) (0.10) (0.13) (0.22) September 30, Consolidated Balance Sheet Information 2020 ($ in thousands) (Unaudited) 2019 2018 Assets 115,556$ 141,550$ 111,020$ Current assets 79,911 101,266 70,601 Working capital 15,091 22,767 8,074 Accumulated deficit (60,832) (59,839) (50,341) Stockholders’ equity attributable to SolarMax Technology, Inc. * (7,670) (6,936) 1,726 * Net loss and shareholders' equity excluding noncontrolling interest. December 31, Nine Months Ended Year Ended September 30, December 31,

 

 

© 2021 SolarMax Technology, Inc. 16 Geographic Breakdown of Revenue China Revenue 65% U.S. Revenue 35% 2018 REVENUE BY SEGMENT China Revenue 11% U.S. Revenue 89% 2019 REVENUE BY SEGMENT China Revenue 14% U.S. Revenue 86% Sep YTD 2019 REVENUE BY SEGMENT China Revenue 68% U.S. Revenue 32% Sep YTD 2020 REVENUE BY SEGMENT