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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

 

June 14, 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

 

 

 

 

 

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

On April 12, 2021, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”). The Staff Statement, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies (“SPACs”) such as Alberton Acquisition Corporation (the “Company”). The Staff Statement reflected the Staff’s view that in many cases, warrants issued by SPACs should be classified as liabilities for accounting purposes, rather than as components of equity, unless certain conditions are met.

 

On June 14, 2021, the Company's audit committee (the “Audit Committee”), based on the recommendation of, and after consultation with, the Company’s management, and as discussed with its Independent Registered Public Accounting Firm, concluded that the Company’s financial statements for the periods ended March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020 (the “Non-Reliance Periods”), as reported in the Company's Quarterly and Annual Reports on Form 10-Qs and 10-Ks filed on May 15, 2019, August 12, 2019, November 13, 2019, March 16, 2020, May 11, 2020, August 10, 2020, November 9, 2020 and April 6, 2021, respectively, should no longer be relied upon due to the misclassification of the Company’s outstanding private warrants as components of equity instead of as liabilities. Similarly, the Report of Independent Registered Public Accounting Firm dated April 5, 2021 and March 16, 2020 on the financial statements as of December 31, 2020 and December 31, 2019, respectively, and for the years ended December 31, 2020 and December 31, 2019, respectively, and any communications describing relevant portions of the Company's financial statements for the Non-Reliance Periods should no longer be relied upon.

 

As a result, the Company will restate its historical financial results for the Non-Reliance Periods to reflect the classification of its private warrants as liabilities (the “Restatement”). The Company anticipates filing an amendment to the Annual Report on Form 10-K for the year ended December 31, 2020 to reflect the Restatement by June 22, 2021 or shortly thereafter.

 

The change in accounting for the private warrants does not impact the amounts previously reported for the Company’s cash and cash equivalents, investments held in trust account, operating expenses or total cash flows from operations.

  

The Audit Committee and management have discussed the matters disclosed pursuant to this Item 4.02 with the Company's independent registered public accounting firm.

 

 

 

 

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: June 16, 2021
   
  ALBERTON ACQUISITION CORPORATION
   
  By:  /s/ Guan Wang
    Name: Guan Wang
Title: Chief Executive Officer

 

 

 

 



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