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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
October 4, 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.
Fifth Amendment to Merger Agreement
On October 4, 2021, Alberton, Alberton Merger Subsidiary
Inc., a Nevada corporation and a wholly-owned subsidiary of Alberton (“Merger Sub”), and SolarMax entered into a fifth
amendment (the “Fifth Amendment”), to the agreement and plan of merger, dated as of October 27, 2020 (as
amended, the “Merger Agreement”).
Pursuant to the Fifth Amendment:
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the proceeds of $10,000,000 from the sale of the New Notes (defined
below) shall be used to pay the Alberton’s indebtedness, including, but not limited to, (a) the deferred underwriting compensation
of $4,020,797, (b) promissory notes in the total amount of $1,748,000 due to Global Nature (defined below) and AMC Sino (defined below),
(c) extension notes issued to SolarMax in the aggregate principal amount of $927,567.30 as of the date of the Fifth Amendment; (d) loans
made by the Hong Ye (defined below) from the proceeds of loans from SolarMax in the principal amount of $651,369 as of the date of the
Fifth Amendment; (e) loans made by the Hong Ye in the principal amount of $1,353,640, (f) any additional loans made by the SolarMax to
Alberton to fund the payment of expenses incurred by the Alberton, (g) the $50,000 payment due pursuant to Section 11 of the amendment
to the Merger Agreement dated August 11, 2021, (h) any other expenses payable by the Alberton as of the closing of the merger, and (i)
working capital;
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upon the effectiveness of an amendment to the charter of Alberton
to extend the time that Alberton needs to complete its initial business combination to April 26, 2022, the Outside Date shall mean April
26, 2022; and
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any further loans by SolarMax with respect to expenses of
Alberton shall be made directly to Alberton (and not to the Hong Ye for advancement by the Hong Ye to Alberton) and such loans shall
be paid from the proceeds of the New Notes.
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A copy of the Fifth 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.
In conjunction with the Fifth Amendment, Alberton has entered into
the following agreements with various parties:
Securities Purchase Agreement and New Notes
On October 4, 2021, Alberton entered
into certain securities purchase agreement with WEBAO LIMITED and EAST ASIA INTERNATIONAL TRADE CO., LIMITED (the “Note Investors”)
(the “SPA”), pursuant to which the Note Investors shall purchase from Alberton and Alberton shall issue convertible
notes in the aggregate amount of $10 million with no interest to the Note Investors (the “New Notes”) at the effectiveness
of the Preliminary Proxy Statement/Prospectus on Form S-4 (File No. 333-251825). The New Notes shall be converted automatically into the
number of fully paid and non-assessable shares of ordinary share with no par value of Alberton or, upon redomestication of the Alberton
as a Nevada corporation, the common stock, par value $0.0001 per share of Alberton redomesticated as a Nevada corporation upon the closing
of the merger at a price equal to ten (10) times the average trading price of the rights of Alberton, during a period of twenty-five (25)
trading days ending on the second trading day prior to mailing of the prospectus to Alberton’s shareholders in connection with the
special meeting to approve the merger.
Copy of the SPA by and among Alberton,
WEBAO LIMITED, and EAST ASIA INTERNATIONAL TRADE CO., LIMITED and form of the New Notes, are filed hereto as Exhibits 10.1, and 10.2,
and are incorporated herein by reference. The foregoing summaries of the terms of the SPA and the New Notes are subject to, and qualified
in their entirety by, such documents.
Backstop Termination Agreements and New Backstop Agreements
As disclosed in the Alberton’s current report
on Form 8-K/A on August 16, 2021, Alberton entered into certain backstop agreements with four backstop investors, pursuant to which the
backstop investors shall commit to purchase an aggregate of no less than $18 million of ordinary shares of the Alberton in open market
or private transactions from time to time, or from holders of public shares of Alberton who have exercised their redemption rights pursuant
to the Alberton’s organization documents (the “Backstop Agreements”). On October 4, 2021, Alberton terminated
Backstop Agreements with two investors with a total commitment of $10 million in consideration that they have not commenced any purchase
under the Backstop Agreement, and entered into agreements (the “New Backstop Agreements”) in the substantially same
form with two new investors (the “New Backstop Investors”) for a commitment of $10 million.
Copies of the Backstop Termination Agreement by
and between Alberton and each of two previous investors are filed hereto as Exhibits 10.3 and 10.4 and are incorporated herein by reference.
The foregoing summaries of the terms of the Backstop Termination Agreements subject to, and qualified
in their entirety by, such document.
Copies
of the New Backstop Agreements by and between Alberton and each of New Backstop Investors are filed hereto as Exhibits 10.5 and
10.6 and are incorporated herein by reference. The foregoing summaries of the terms of the New Backstop
Agreements subject to, and qualified in their entirety by, such document.
Notes Termination Agreements
As disclosed in the Alberton’s
current report on Form 8-K/A on August 16, 2021, Alberton entered into certain note conversion agreements (the “Note Conversion
Agreements”) with each of Hong Ye Hong Kong Shareholding Co., Limited (“Hong Ye”), Global Nature Investment
Holdings Limited (“Global Nature”) and Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd. (“AMC
Sino” and collectively with Hong Ye and Global Nature, the “Noteholders”).
Pursuant to the SPA, the proceeds
of sale of the New Notes will be used to, among others, pay off the indebtedness of Alberton as of the closing of the merger including
outstanding notes of the Noteholders. As a result, on October 4, 2021, Alberton terminated the Note Conversion Agreements with the Noteholders.
Copies of the Notes Termination
Agreements by and between Alberton and each of Hong Ye, AMC Sino and Global Nature, are filed hereto as Exhibits 10.7, 10.8 and 10.9,
respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Notes Termination Agreements are subject
to, and qualified in their entirety by, such documents.
Item
9.01 Financial Statements and Exhibits
(d) The following exhibits are filed with this report.
Exhibits Number
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2.1
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Fifth Amendment to Agreement and Plan of Merger dated October 4, 2021
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10.1
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Securities Purchase Agreement by and among Alberton, WEBAO LIMITED, and EAST ASIA INTERNATIONAL TRADE CO., LIMITE dated October 4, 2021 Termination Agreement, by and between Alberton and Grow California dated October 4, 2021
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10.2
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Form of Convertible Notes
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10.3
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Backstop Termination Agreement, by and between Alberton and Quest Mark No. 9 L.P. dated October 4, 2021
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10.4
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Backstop Termination Agreement, by and between Alberton and Grow California LLC dated October 4, 2021
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10.5
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New Backstop Agreement by and between Alberton and Nana Feng dated October 4, 2021
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10.6
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New Backstop Agreement by and between Alberton and Yaxian Wang dated October 4, 2021
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10.7
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Notes Termination Agreement by and between Alberton and Hong Ye dated October 4, 2021
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10.8
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Notes Termination Agreement by and between Alberton and AMC Sino dated October 4, 2021
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10.9
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Notes Termination Agreement by and between Alberton and Global Nature dated October 4, 2021
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Dated: October 7, 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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5
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