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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
September 10, 2021
Date of Report (Date of earliest event reported)
ALBERTON ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
British Virgin Islands
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001-38715
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Room 1001, 10/F, Capital Center
151 Gloucester Road
Wanchai, Hong Kong
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N/A
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(Address of principal executive offices)
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(Zip Code)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of
one ordinary share, one redeemable warrant, and one right
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ALACU
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The Nasdaq Stock Market LLC
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Ordinary shares, no par value
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ALAC
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The Nasdaq Stock Market LLC
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Redeemable warrants, each
warrant exercisable for one-half (1/2) of one ordinary share
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ALACW
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The Nasdaq Stock Market LLC
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Rights, each to receive one-tenth (1/10) of one ordinary share
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ALACR
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The Nasdaq Stock Market LLC
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ADDITIONAL INFORMATION
THE PROPOSED BUSINESS
COMBINATION WILL BE SUBMITTED TO SHAREHOLDERS OF ALBERTON ACQUISITION CORPORATION (“ALBERTON”) AND SOLARMAX
TECHNOLOGY, INC. (“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/PROSPECTUS
IN FORM S-4 (FILE NO. 333-251825) AND INTENDS TO FILE FURTHER PRELIMINARYAND DEFINITIVE PROXY STATEMENTS/PROSPECTUS IN CONNECTION WITH
THE PROPOSED BUSINESS COMBINATION AND OTHER MATTERS. ALBERTON AND SOLARMAX WILL MAIL A DEFINITIVE PROXY STATEMENT/PROSPECTUS 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/PROSPECTUS
AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, 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/PROSPECTUS, 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/PROSPECTUS 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, 2020, FILED WITH
THE SEC ON APRIL 6, 2021, AS AMENDED BY A FORM 10-K/A ON JUNE 22, 2021. 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 ALBERTON’S PROXY STATEMENT ON 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/PROSPECTUS 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.
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 RISK FACTORS DISCLOSED IN AMENDMENT NO. 1 TO ALBERTON’S
REGISTRATION STATEMENT ON FORM S-4 UNDER THE CAPTIONS “RISK FACTORS,” “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS,”
“ALBERTON MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDIIONS AND RESULT OF OPERATIONS” AND “SOLARMAX
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITOIN AND RESULTS OF OPERATIONS,’ AND THE RISK THAT, SINCE THE REGISTRATION
STATEMENT ON S-4 HAS NOT BEEN DECLARED EFFECTIVE, THE FINAL PROXY STATEMENT/PROSPECTUS MAY INCLUDE SIGNIFICATN ADDITIONAL RISKS. SPECIFIC
RISKS INCLUDE 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.
Item 1.01 Entry into a Material Definitive Agreement.
Third Amendment to Merger Agreement
On September 10, 2021, Alberton
Acquisition Corporation, a British Virgin Islands corporation (“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 fourth amendment (the “Fourth Amendment”), to the agreement
and plan of merger, dated as of October 27, 2020 (as amended, the “Merger Agreement”), pursuant to which SolarMax
will make additional loans up to $135,000 to Hong Ye Hong Kong Shareholding Co., Limited, the sponsor of Alberton.
A copy of the Fourth Amendment
is filed hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing summary of the terms of the Third Amendment is subject
to, and qualified in its entirety by, such document.
Item 9.01
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Financial Statements and Exhibits
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(d) The following exhibits are filed with this report.
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.
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Dated: September 14, 2021
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ALBERTON ACQUISITION CORPORATION
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By:
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/s/ Guan Wang
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Name: Guan Wang
Title: Chief Executive Officer
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