As of June 30, 2020, the aggregate market
value of the ordinary shares of the registrant held by non-affiliates of the registrant was $34,258,810.
Alberton Acquisition Corporation (the
“Company”, “we”, “our” or “us”) is filing this Amendment No. 2 to its Annual Report
on Form 10-K (this “Amendment”) to amend and restate certain items of its Annual Report on Form 10-K for the year ended
December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 6, 2021, as
amended on June 22, 2021 (the “Original Filing”) to restate our financial statements as of and for the year ended
December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 6, 2021, as
amended on June 22, 2021 (the “Original Financial Statements”).
The Company has re-evaluated the Company’s
application of ASC 480-10-S99-3A to its accounting classification of the redeemable ordinary shares, no par value (the “Public
Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on October 26,
2018 and in connection with the partial exercise of the over-allotment option on November 20, 2018. Historically, a portion of the Public
Shares was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that the Company
will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the
Company’s amended and restated memorandum and articles of association (the “Charter”). Pursuant to such re-evaluation,
the Company’s management has determined that the Public Shares include certain provisions that require classification of all of
the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. This has
resulted in a restatement of the initial carrying value of the Public Shares subject to possible redemption, with the offset recorded
to additional paid-in capital (to the extent available), accumulated deficit and shares of Public Shares.
Therefore, the Company, in consultation with
the audit committee of the Company’s board of directors (the “Audit Committee”), concluded that its previously issued
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, December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021 (collectively, the “Affected
Periods”) should be restated because of a misapplication in the guidance around accounting for Public Shares should no longer be
relied upon. As such, the Company will restate its financial statements in this Form 10-K/A for the Affected Periods (excluding the periods
ended March 31, 2021, June 30, 2021 and September 31, 2021 to be restated in a subsequent filing) to report all Public Shares as temporary
equity.
The restatement does not have an impact on
its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).
This Amendment presents the Original Filing,
amended and restated with modifications as necessary to reflect the restatement. The following items in the Original Filing have been
amended: Item 1A, Risk Factors, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, Item
8, Financial Statements and Supplementary Data, and Item 9A, Controls and Procedures. The restatement is more fully described in Note
2 of the notes to the financial statements included herein.
In addition, new certifications by the Company’s
principal executive officer and principal financial officer are filed as exhibits (in Exhibits 31.1, 31.2, 32.1 and 32.2) to this Amendment.
Except as described above (including amendment
to Note 13 of the Company’s December 31, 2020 financial statements), this Amendment does not amend, update or change any other
items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information
or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly,
this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
ALBERTON
ACQUISITION CORPORATION
FORM
10-K
FOR
THE YEAR ENDED DECEMBER 31, 2020
FORWARD
LOOKING STATEMENTS
This
Amendment contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act,
and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not
purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding
our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this report may include, for example, statements about our:
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ability
to complete our initial business combination;
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success
in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
combination;
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officers
and directors allocating their time to other businesses and potentially having conflicts of interest with our business or
in approving our initial business combination;
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potential
ability to obtain additional financing to complete our initial business combination;
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pool
of prospective target businesses;
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the
ability of our officers and directors to generate a number of potential investment opportunities;
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potential
change in control if we acquire one or more target businesses for stock;
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the
potential liquidity and trading of our securities;
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the
lack of a market for our securities;
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use
of proceeds not held in the trust account or available to us from interest income on the trust account balance; or
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financial
performance following our initial public offering.
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The
forward-looking statements contained in this Amendment are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
laws.
part
I
ITEM
1. BUSINESS
In
this Amendment, references to the “Company” and to “we,” “us,” and “our” refer to Alberton
Acquisition Corporation.
General
We,
Alberton Acquisition Corporation (“Alberton”), were incorporated on February 16, 2018 as a British Virgin Islands
company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more target businesses. Our efforts to identify a prospective target business
are not limited to any particular industry or geographic location. We intend to utilize cash derived from the proceeds of our
initial public offering, our securities, debt or a combination of cash, securities and debt, in effecting our initial business
combination.
On
October 26, 2018, we consummated our initial public offering (the “IPO”) of 10,000,000 units. Each unit consists of
one ordinary share (the “Ordinary Shares”), one redeemable warrant to purchase one-half of one Ordinary Share, and
one right to receive 1/10 of an Ordinary Share upon the consummation of an initial business combination. The units were sold at
an offering price of $10.00 per unit, generating gross proceeds of $100,000,000. We granted the underwriters a 45-day option to
purchase up to 1,500,000 additional units to cover over-allotments. Simultaneously with the closing of the IPO, we consummated
a private placement with Hong Ye Hong Kong Shareholding Co., Limited (“Hong Ye” or the “Sponsor”), of
300,000 private units at a price of $10.00 per private unit, generating gross proceeds of $3,000,000. On October 26, 2018, a total
of $100,000,000 of the net proceeds from the sale of the units in the IPO and the sale of the private units in the private placement
were placed in a trust account established for the benefit of our public shareholders (the “Trust Account”).
On
November 20, 2018, the underwriters exercised the over-allotment option in part and purchased an additional 1,487,992 units, which
were sold at an offering price of $10.00 per unit, generating gross proceeds of $14,879,920. Simultaneously with the sale of the
over-allotment units, we consummated another private placement with the Sponsor of 29,760 private units at a price of $10.00 per
private unit, generating total additional gross proceeds of $297,600. On November 20, 2018, the underwriters waived its right
to exercise the reminder of the over-allotment option. As of November 20, 2018, an additional $14,879,920 of the net proceeds
from the sale of the over-allotment units and the additional units in the private placement were placed in the Trust Account established
for the benefit of our public shareholders, bringing the aggregate amount placed in the Trust Account to be $114,879,920.
Merger
Agreement with SolarMax
On
October 27, 2020, we entered into a certain agreement and plan of merger, as amended by an amendment dated November 10, 2020,
and further amended by an amendment dated March 19, 2021, which agreement, as amended being referred to as the “Merger Agreement”,
among Alberton Merger Subsidiary, Inc. a Nevada corporation and a wholly-owned subsidiary of Alberton (“Merger Sub”)
and SolarMax Technology Inc., a Nevada corporation (“SolarMax”). Pursuant to the Merger Agreement, among other things,
Merger Sub will merge with and into SolarMax, with SolarMax continuing as the surviving entity and a wholly-owned subsidiary of
Alberton (the “Merger”). The Merger will become effective at such time on the date of Closing (as defined below),
pursuant to the Merger Agreement, as the articles of merger is duly filed with the Secretary of State of the State of Nevada or
such later time as may be specified in the articles of merger (the “Effective Time”). The transactions contemplated
in the Merger Agreement are referred to as “Business Combination”. The closing of the Merger Agreement shall be upon
the consummation of the Business Combination (the “Closing”). At the Closing, Alberton will change its name to “SolarMax
Technology Holdings, Inc.” (the “Successor”).
Prior
to the Closing, we will continue out of the British Virgin Islands and domesticate as a Nevada corporation and will no longer
be considered a company incorporated in the British Virgin Islands (“Domestication”).
At
the Effective Time, all shares of SolarMax common stock issued and outstanding prior to the Effective Time (excluding dissenting
shares as defined in the Merger Agreement, if any) will automatically be cancelled and cease to exist in exchange for the right
to receive Merger Consideration as defined in the Merger Agreement, and each outstanding option of SolarMax will be assumed by
Alberton and automatically converted into an option for shares of common stock of Alberton. At the Effective Time, each share
of Merger Sub common stock outstanding immediately prior to the Effective Time will be converted into an equal number of shares
of common stock of SolarMax, with the same rights, powers and privileges as the shares so converted and shall constitute the only
outstanding shares of capital stock of SolarMax.
Prior
to Domestication, we are a foreign private issuer. Upon the Domestication, we will lose our foreign private issuer status and
seek shareholder approval of the Business Combination at the meeting at which shareholders may seek to redeem their shares, regardless
of whether they vote for or against the Business Combination. The shareholders of Alberton will be entitled to redeem their shares
for cash equal to a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of our IPO
as of two (2) business days prior to the Closing, less taxes payable, upon the Closing. Among other Closing conditions included
in the Merger Agreement, we will proceed with the Business Combination only if we will have net tangible assets of at least $5,000,001
and the Business Combination are approved by the requisite vote of the shareholders of Alberton at Alberton Special Meeting. Notwithstanding
the foregoing, a public shareholder, together with any affiliate of such shareholders or any other person with whom such shareholders
is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted
from seeking redemption rights with respect to 20% or more of the ordinary shares sold in the IPO without our prior written consent.
Our
Sponsor, together with certain of its affiliates and our former and current officers and directors (collectively, the “Initial
Shareholders”), have agreed (a) to vote their private shares (representing the ordinary shares underlying the private units)
and any public shares in favor of the Business Combination, (b) not to propose, or vote in favor of, an amendment to the memorandum
and articles of association of Alberton, prior to the Business Combination, to affect the substance or timing of Alberton’s
obligation to redeem all public shares if it cannot complete the Business Combination within 12 months (or 15 or 18 months, as
applicable) of the closing of this proposed offering, unless Alberton provides public shareholders an opportunity to redeem their
public shares, (c) not to redeem any private shares into the right to receive cash from the Trust Account in connection with a
shareholder vote to approve the Business Combination or sell their shares to Alberton in a tender offer in connection with the
Business Combination, and (d) that the private shares shall not participate in any liquidating distribution upon winding up if
the Business Combination is not consummated.
If
we are unable to consummate an initial business combination by April 26, 2021, we will, as promptly as reasonably possible but
not more than five (5) business days thereafter, subject to the British Virgin Islands Business Companies Act (the “Companies
Act”), distribute the aggregate amount then on deposit in the Trust Account (net of taxes payable), pro rata to our public
shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs.
Our
Initial Shareholders, officers, and directors have agreed to waive their redemption rights with respect to the founder shares,
private shares and any public shares they may hold in connection with the Closing. Our Initial Shareholders, officers, and directors
have agreed to waive their redemption rights with respect to the founder shares, private shares and any public shares they may
hold in connection with the Closing.
Timeline
of the Merger
On
May 19, 2020, SolarMax was referred to us by a third party. After a preliminary review of the business of SolarMax, Our management
selected SolarMax as a potential target.
On
June 7, 2020, we and SolarMax signed a non-disclosure agreement, giving Alberton an opportunity to evaluate SolarMax’ detailed
business and financial information.
On
June 15, 2020, Luke Liu, Wang Guan’s assistant, and Jim Fei, the partner of the Sponsor, visited SolarMax’ office
based in Riverside County, California, and met with David Hsu, the CEO of SolarMax, and Stephen Brown, the CFO of SolarMax. Subsequently,
Luke Liu reported in writing to Guan Wang and Kevin Liu the basic situation of SolarMax and his review of SolarMax’ filings
with the SEC.
From
June 18 to June 28, 2020, our management had several conference calls with SolarMax’ management team to discuss the potential
business combination.
In
order to further investigate the operation and position of SolarMax, on June 30, 2020, we engaged Quest Mark Capital Inc., as
a financial advisor of Alberton to conduct due diligence on SolarMax and assist with Alberton’s negotiations with SolarMax
in connection with the potential business combination.
On
July 3, 2020, our board of directors held a meeting to discuss the potential business combination with SolarMax on the base of
the available information. Alberton also invited the CEO and CFO of SolarMax to attend a conference to get a better understanding
of its business operations and financial status.
From
August 15 to September 5, 2020, we continued our negotiation with SolarMax for the business combination. Our legal counsel, Hunter
Taubman Fischer and Li LLC (“HTFL”) and SolarMax’ legal counsel, Ellenoff Grossman & Schole LLP (“EGS”),
started to draft and negotiate a letter of intent in connection with the proposed business combination, pursuant to the instructions
and comments from their respective clients.
On
September 1, 2020, we received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq
Stock Market (“Nasdaq”) indicating that Alberton was not in compliance with Listing Rule 5550(a)(3) (the “Minimum
Public Holders Rule”), which requires Alberton to have at least 300 public holders for continued listing on the Nasdaq Capital
Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or
trading of Alberton’s securities on the Nasdaq Capital Market. The Notice states that Alberton has 45 calendar days
to submit a plan to regain compliance with the Minimum Public Holders Rule. On October 15, 2020, Alberton submitted
its plan of compliance to Nasdaq and, based on the review of the materials submitted by Alberton, Nasdaq determined to grant the
Company an extension until March 1, 2021 to regain compliance with the Public Holder Rule.
On
September 3, 2020, we and SolarMax entered into a certain letter of intent for the business combination (the “SolarMax LOI”)
and formally started to discuss the related matters for the business combination. EGS started to prepare the draft of the merger
agreement. On the same day, SolarMax loaned Alberton US$60,000 to make its payment for the April Cash Contribution, for which
Alberton issued its promissory note in the principal amount of $60,000.
On
September 11, 2020, QuestMark Capital Inc. generated a due diligence report on SolarMax for Alberton.
On
September 18, 2020, EGS sent an initial draft of the Merger Agreement to HTFL, based on the terms of the executed letter of intent.
On
September 23, 2020, HTFL sent a revised draft of the Merger Agreement to EGS containing comments from Alberton and HTFL, which
reflected certain key terms of the agreement, including terms regarding convertible debt of SolarMax, the funding obligations
of the Merger, changes to certain representations and warranties and covenants, and additional provisions.
On
September 24, 2020, HTFL sent an initial draft of the Alberton preliminary proxy in connection with Alberton’s special meeting
of shareholders to extend the deadline of Alberton’s initial business combination from October 26, 2020 to April 26, 2021
or such earlier date as determined.
Between
September 24, 2020 and September 29, 2020, representatives of Alberton and SolarMax and their respective legal counsel and financial
advisors held numerous conference calls to negotiate the terms of the Merger Agreement and related documentation, including representations
and covenants, the components and determination of the merger consideration, and voting agreements. They also corresponded regarding
the Alberton preliminary proxy statement/prospectus.
On
October 1, 2020, EGS sent a revised draft of the Merger Agreement to HTFL regarding the matters contained in September 23 draft
and the indemnifications, expense arrangement in connection with the merger, and other provisions.
On
October 5, 2020, we filed our definitive proxy in connection with Alberton’s special meeting of shareholders to be held
on October 26, 2020 to extend the deadline of Alberton’s initial business combination from October 26, 2020 to April 26,
2021 or such earlier date as determined.
On
October 6, 2020, HTFL sent a further revised draft of the Merger Agreement to EGS reflecting, among others, the outstanding issues,
including but not limited to Alberton’s fees and expenses in connection with the merger, the draft of voting agreement and
lock-up agreement as exhibits attached to the Merger Agreement.
Between
October 6, 2020 and October 16, 2020, representatives of Alberton and SolarMax and their respective legal counsel and financial
advisors held certain conference calls to finalize the terms of the Merger Agreement and related documentation, including the
lock-up agreement and the voting agreement.
On
October 7, 2020, Alberton’s board of directors and SolarMax’ management had another discussion about SolarMax’
development plan for the next five years in connection with the potential business combination. SolarMax also made its unaudited
financial statements for the quarter ended June 30, 2020 available to Alberton and subsequently made its financial statements
for the nine months ended September 30, 2020 available to Alberton.
On
October 8, 2020, we engaged Donohoe Advisory for preparing of the compliance plan with Nasdaq.
On
October 9, 2020, we held a board meeting to update the status of SolarMax business combination.
On
October 12, 2020, a meeting of the board of directors was called to discuss and approve the business combination with SolarMax.
On
the same day, Donohoe Advisory started to coordinate with EGS and the representative of SolarMax to collect supporting documents
for the preparation of the plan of compliance to Nasdaq.
On
October 16, 2020, Ogier, the British Virgin Islands counsel of us sent a further revised draft of the Merger Agreement to HTFL
and EGS.
Later
on October 16, 2020, HTFL assisted to establish the Merger Sub in connection with the Business Combination.
On
the same day, Donohoe Advisory, on behalf of Alberton, submitted its plan of compliance to Nasdaq to regain compliance with Minimum
Public Holders Rule.
On
October 19, 2020, Alberton and SolarMax entered into an amendment to SolarMax LOI, pursuant to which, Alberton and SolarMax agreed
to amend and restate some paragraphs of SolarMax LOI, including the exclusivity provisions which were extended to October 30,
2020 and related provisions.
On
the same day, Mr. John W. Allen resigned from his positions as an independent director and the chairman of the compensation committee
of Alberton and Mr. Harry Edelson resigned from his positions as an independent director and the chairman of audit committee of
Alberton. Their resignation did not result from a disagreement with Alberton on any matter relating to Alberton’s operations,
policies or practices.
On
October 20, 2020, the board of directors of Alberton appointed Mr. William Walter Young as an independent director and the chairman
of the compensation committee and Mr. Qing S. Huang as an independent director and the chairman of the audit committee of the
board of directors of Alberton to fill the vacancies created by Mr. Allen and Mr. Edelson, effective immediately. Immediately
after the appointment, Alberton management team and HTFL sent over the documents and information regarding the business combination
with SolarMax to the new board members for them to review and digest.
On
October 22, 2020, a meeting of the board of directors were called to introduce the new independent directors to the board of directors
of Alberton and update them the current status of business combination with SolarMax.
On
October 23, 2020, EGS sent a further revised draft of the Merger Agreement to HTFL to reflect that SolarMax’ financial statements
ended June 30, 2020 were delivered.
On
October 24, 2020, HTFL sent a further revised draft of the Merger Agreement to EGS.
On
October 26, 2020, we held a special shareholder meeting, at which the proposal to extend the date by which Alberton must complete
its initial business combination from October 26, 2020 to April 26, 2021 or such earlier date as determined by the board of directors
of Alberton was voted on and approved.
October
27, 2020, a meeting of the board of directors were called to discuss and approve the Merger Agreement and related transactions.
HTFL submitted a draft of the Merger Agreement substantially the same in the final form of the Merger Agreement to the board
of directors of Alberton. After considering the proposed terms of the Merger Agreement and other related transaction agreements
and taking into account the other factors described below under the caption “Alberton’s Board of Directors’
Reasons for the Approval of the Business Combination,” the board of directors of Alberton unanimously approved the Merger
Agreement and related agreements and determined that it was advisable and in the best interests of Alberton to consummate the
Business Combination and other transactions contemplated by the Merger Agreement and related agreements, directed that the Merger
Agreement and the other proposals described in this proxy statement/prospectus be submitted to Alberton’s shareholders for
approval and adoption, and recommended that Alberton’s shareholders approve and adopt the Merger Agreement and such other
proposals.
Later
on October 27, 2020, we and SolarMax entered into the Merger Agreement.
On
October 28, 2020, a press release was issued announcing the execution of the Merger Agreement and the Business Combination. On
the same day, we filed with the SEC a Current Report on Form 8-K attaching the press release.
On
October 29, 2020, we received a notification letter from the Listing Qualifications Department of The Nasdaq stating that
the Nasdaq Staff had determined to grant Alberton an extension of time through March 1, 2021 to regain compliance with Minimum
Public Holders Rule.
On
November 1, 2020, HTFL circulated the initial draft of the Alberton preliminary proxy statement/prospectus to EGS.
On
November 3, 2020, we filed with the SEC a Current Report on Form 8-K to disclose such granted extension.
On
November 15, 2020, EGS circulated the SolarMax’ related disclosure to update Alberton preliminary proxy statement/prospectus.
On
November 10, 2020, Alberton, Merger Sub and SolarMax entered into an amendment (the “Amendment”) to the Merger Agreement
to increase certain Extension Loans (as defined in the Merger Agreement) to be provided by SolarMax from $60,000 monthly to $70,674
monthly. As a result, the Amendment increases the monthly payments due on or after November 10, 2020 to $70,674 and provides that,
to the extent that the payments made by SolarMax exceed the $60,000 amount provided in the Merger Agreement, Alberton shall, at
the Closing, cause to be delivered to the Successor for cancellation, such number of sponsor shares as have a value, determined
as provided in the Merger Agreement, equal to such excess.
On December 18, 2020 and
December 28, 2020, SolarMax made non-interest bearing loans to Sponsor in the aggregate principal amount of $128,466, to enable the sponsor
to provide Alberton with funds to pay for our operating costs. At the Closing, these notes are to be satisfied by the delivery of sponsor
shares having a value equal to the principal amount of the notes. Otherwise, the due date will be upon the earlier of the date on which
the Merger Agreement is terminated or the date an Event of Default shall occur.
On January 4, 2021, Nasdaq advised Alberton
that it no longer complies with Nasdaq Listing Rule 5620(a) due to the Alberton’s failure to hold an annual meeting of shareholders
within twelve months of the end of the Alberton’s fiscal year ended December 31, 2019 (the “Annual Meeting Requirement”).
On January 19, 2021, the board of Alberton
approved the issuance of 1,414,480 dividend warrants to those public shareholders who were shareholders on April 21, 2020 and did
not exercise their right of redemption in connection with the April 2020 extension, and Alberton instructed such issuance (the
“Extension Warrants”). Alberton was advised the Extension Warrants were processed on or about February 5, 2021, although
the date of delivery may be delayed as a result of processing time by DTC, broker and dealer, and other relevant parties.
On
February 18, 2021, we received a letter from Nasdaq, advising the Company that the Company had regained compliance with the Minimum
Public Holders Rule based on the Company’s submissions to Nasdaq of shareholder records dated January 20, 2021.
On March 16, 2021, after our submission of a plan to regain compliance
with Annual Meeting Requirement, we received a notification letter from Nasdaq stating that the Nasdaq Staff had determined to grant us
an extension of time through June 29, 2021 to regain compliance with the Annual Meeting Requirement.
On
March 19, 2021, Alberton, Merger Sub and SolarMax entered into an amendment (the “Second Amendment”) to the Merger Agreement.
Pursuant to the Second Amendment, Alberton agrees to make up to two additional Extension Loans (“Additional Loans”) in the
amount $70,674 per month, but no more than two Additional Loans. The first Additional Loan was made on the date of the Second Amendment
and the second Additional Loan will be made in April 2021. At the Closing, Alberton shall cause to be delivered to the Successor for
cancellation, such number of sponsor shares as have a value, determined as provided in the Merger Agreement, equal to the amount of each
$70,674 loan, which was the amount Alberton had initially agreed to pay.
On March 26, 2021, we filed a definitive proxy statement in Form 14A
for the purposes of seeking our shareholder approval to extend the date before which we must complete an initial business combination
until October 26, 2021 or such earlier date as determined and related matters at a special meeting in lieu of the 2020 Annual Meeting
in order to be compliance with Annual Meeting Requirement.
From
November 1, 2020 through the date hereof, Alberton and SolarMax and their representatives continued to correspond regarding updates to
the Alberton preliminary proxy statement/prospectus.
April 2020 and October 2020 Extensions
On
April 23, 2020, we filed an amendment to our articles of association with the Registrar of the British Virgin Islands to extend the time
that we need to complete an initial business combination from April 27, 2020 to October 26, 2020 or such an earlier date as determined
by the board of directors of Alberton (the “April 2020 Extension”). In connection with the April 2020 Extension, shareholders
holding 10,073,512 public shares exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result,
an aggregate of $105,879,188 (or $10.51 per share) was removed from the Trust Account to pay such shareholders.
In connection with the April 2020 Extension, an aggregated amount of
$360,000 was deposited into the Trust Account as additional interest on the proceeds in the Trust Account and will be distributed pro
rata as a part of redemption amount to each public share in connection with a future redemption. In addition, we have committed to issue
a Extension Warrant to purchase one-half of one ordinary share for each public share not redeemed in connection with the April 2020 Extension.
Each such Extension Warrant will be identical to the warrants included in the Units sold our Initial Public Offering.
On
October 26, 2020, we filed an amendment to our articles of association with the Registrar of the British Virgin Islands to extend
the time that we need to complete an initial business combination from October 26, 2020 to April 26, 2021, or such an earlier
date as determined by the board of directors of Alberton (the “October 2020 Extension”). In connection with the October
2020 Extension, shareholders holding 1,000 public shares exercised their right to redeem such shares for a pro rata portion of
the Trust Account. As a result, an aggregate of $10,770 (or $10.51 per share) was removed from the Trust Account to pay such shareholders.
As the date hereof, in connection with the
April 2021 Extension, an aggregated amount of $2,572,276 was deposited into the Trust Account as additional interest on the proceeds
in the Trust Account and will be distributed pro rata as a part of redemption amount to each public share in connection with a future
redemption.
Outstanding
Promissory Notes
As the date hereof, we have outstanding loans from various parties
in the aggregated amount of $3,302,170 which include (i) unsecured promissory notes in the amount of $300,000 and $780,000issued by Alberton
to its Sponsors on July 6, 2018 and January 24, 2020, respectively (collectively, the “Sponsor Notes”), (ii) unsecured promissory
notes in the amount of $1,148,800 and $500,000 issued by Alberton to Global Nature Investment Holdings Limited on September 18, 2019 and
December 3, 2019, respectively (collectively, the “GN Notes”); (iii) an unsecured promissory note in the aggregate principal
amount of $500,000 payable upon demands, the outstanding principal of which is $100,000 issued by Alberton to Qingdao Zhongxin Huirong
Distressed Asset Disposal Co., Ltd on April 17, 2020 (the “AMC Note”) and (iv) unsecured promissory notes in the aggregate
principal amount of $473,370 issued by Alberton to SolarMax in connection with the extension of the date that Alberton must complete its
initial business combination, each in the amount of $60,000 on September 4, 2020 and October 8, 2020, and each in the amount of $70,674
on November 10, 2020, December 9, 2020, January 11, 2021, February 11, 2021, and March 19, 2021, and excluded up to one additional note
of $70,674 which may be issued to SolarMax in April 2021 (collectively, the “SolarMax Notes”).
Impact
of COVID-19 Pandemic
In
December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread
throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization
declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.”
On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United
States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized
the outbreak as a “pandemic”. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread
health crisis that could adversely affect the economies and financial markets worldwide. In response to COVID-19, governmental
authorities have recommended or ordered to limit or cease certain business or commercial activities and the issuance of the certain
permits necessary for solar installation are restricted due to the closure of reduced office hours of the government offices in
California and China. SolarMax’s operations could be materially and adversely affected and the extent to which the COVID-19
pandemic may materially impact SolarMax’ financial condition, liquidity or results of operations is uncertain. Furthermore,
we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability
to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable
to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination
will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge
concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions
posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business
combination, or the operations of a target business.
EFFECTING
A BUSINESS COMBINATION
General
We
intend to utilize cash derived from the proceeds of the IPO and the private placement of private units, our capital stock, debt
or a combination of these in effecting a business combination. A business combination may involve the acquisition of, or merger
with, a company which does not need substantial additional capital but which desires to establish a public trading market for
its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include
time delays, significant expense and potential loss of voting control, among others. In the alternative, we may seek to consummate
a business combination with a company that may be financially unstable or in its early stages of development or growth. While
we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability,
as a result of our limited resources, to effect only a single business combination.
Subject
to the requirement that while we are listed on the Nasdaq Capital Market our target business have a fair market value of 80% of
the Trust Account balance (excluding the deferred underwriting discounts and commissions and taxes payable on the interest earned
on the Trust Account), as described below, we will have virtually unrestricted flexibility in identifying and selecting a prospective
acquisition candidate. Except as described below, we have not established any other specific attributes or criteria (financial
or otherwise) for prospective target businesses. To the extent we effect a business combination with a financially unstable company
or an entity in its early stage of development or growth, including entities without established records of sales or earnings,
we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential
emerging growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business,
we cannot assure you that we will properly ascertain or assess all significant risk factors.
Fair
Market Value of Target Business
The
target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance
of the funds in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the execution
of a definitive agreement for our initial business combination, although we may acquire a target business whose fair market value
significantly exceeds 80% of the Trust Account balance (excluding the deferred underwriting discounts and commissions and taxes
payable on the interest earned on the Trust Account). The fair market value of the target will be determined by our board of directors
based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings,
cash flow and/or book value). Although our board of directors will rely on generally accepted standards, our board of directors
will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial
degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the
fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection
with any proposed transaction will provide public shareholders with our analysis of the fair market value of the target business,
as well as the basis for our determinations. If our board is not able independently to determine the fair market value of the
target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity
that commonly renders valuation opinions, with respect to the satisfaction of such criteria. Our shareholders may not be provided
with a copy of such opinion nor will they be able to rely on such opinion. We will not be required to obtain an opinion from an
investment banking firm, or another independent entity that commonly renders valuation opinions, as to the fair market value if
our board of directors independently determines that the target business complies with the 80% threshold.
If
Nasdaq delists our securities from trading on its exchange after the IPO, we would not be required to satisfy the fair market
value requirement described above and could complete a business combination with a target business having a fair market value
substantially below 80% of the balance in the Trust Account.
We
currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business
or businesses. We may, however, structure our initial business combination where we merge directly with the target business or
where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the
target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even
if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to
the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed
to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial
number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we could acquire a 100% controlling
interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately
prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our
initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will
be valued for purposes of the 80% of Trust Account balance test. In order to consummate such an acquisition, we may issue a significant
amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a private
offering of debt or equity securities. We have not entered into any such fund raising arrangement and have no current intention
of doing so.
Business
Combination Procedures
In
connection with the proposed Business Combination with SolarMax, we will seek shareholder approval of such initial business combination
at a special meeting called for such purpose at which shareholders may seek to redeem their public shares, regardless of whether
they vote for or against the proposed business combination. A shareholder of public shares may redeem the public shares for cash
equal to a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of our IPO as of two
(2) business days prior to the Closing, less taxes payable, upon the Closing. Our Sponsor and Initial Shareholders have agreed
to waive their redemption rights with respect to any shares of our capital stock they may hold in connection with the Closing,
and the founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price.
Our
capability to consummate the business combination, and any target business with which we ultimately consummate a business combination,
may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.
In
December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread
throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization
declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.”
On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United
States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized
the outbreak as a “pandemic”. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread
health crisis that could adversely affect the economies and financial markets worldwide. In response to COVID-19, governmental
authorities have recommended or ordered to limit or cease certain business or commercial activities and the issuance of the certain
permits necessary for solar installation are restricted due to the closure of reduced office hours of the government offices in
California and China. SolarMax’s operations could be materially and adversely affected and the extent to which the COVID-19
pandemic may materially impact SolarMax’ financial condition, liquidity or results of operations is uncertain. Furthermore,
we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability
to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable
to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination
will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge
concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions
posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business
combination, or the operations of a target business.
Submission
of Our Initial Business Combination to a Shareholder Vote
In
connection with IPO, each of the Initial Shareholders entered into a letter agreement with Alberton pursuant to which the Initial
Shareholders agreed to vote any Alberton ordinary shares owned by them in favor of the proposal to approve the Merger Agreement,
by and among Alberton, Merger Sub, and SolarMax, and the transactions contemplated by the Merger Agreement, including the issuance
of the merger consideration thereunder (the “Alberton Business Combination Proposal”). Collectively, Alberton Initial
Shareholders own 69.37% of the voting rights of Alberton immediately prior to the Business Combination. In connection with the
execution of the Merger Agreement, the Sponsor and an insider shareholder, representing 56.71% of the voting rights of Alberton
as of the record date entered into a sponsor voting agreement (the “Sponsor Voting Agreements”) with Alberton and
SolarMax pursuant to which, they agree to vote all of their shares of Alberton ordinary shares in favor of the Merger Agreement
and related transactions and to otherwise take certain other actions in support of the Merger Agreement and related transactions
and refrain from taking actions that would adversely affect such sponsor’s ability to perform its obligations under the
Sponsor Voting Agreement, and provide a proxy to Alberton to vote such Alberton ordinary shares accordingly.
Public
shareholders will be able to redeem their public shares in connection with the expected shareholder vote to approve the proposed
business combination with SolarMax, which shall be consummated by April 26, 2021 or such earlier date as determined by the board
of directors of Alberton, provided, however, that in the event that the redemptions result in Alberton having less than $5,000,001
in net tangible assets as of the Closing, or the Successor not satisfying the applicable listing requirements of Nasdaq,
which include a $4.0 million stockholder’s equity if the market value of the listed securities is at least $50.0 million
and $5.0 million if that test is not met, and a $15.0 million market value of unrestricted publicly held shares after giving effect
to the consummation of the Merger and any private financing, then either party may terminate the Merger Agreement, and the Business
Combination will not be consummated as a result of such termination.
Our
Initial Shareholders, officers, and directors have agreed to waive their redemption rights with respect to the founder shares,
private shares and any public shares they may hold in connection with the Closing. The founder shares and private shares will
be excluded from the pro rata calculation used to determine the per-share redemption price.
Holders
of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with
respect to the public shares.
We
may require public shareholders, whether they are a record holder or hold their shares in “street name,” to either
(i) tender their certificates (if any) to our transfer agent or (ii) deliver their shares to the transfer agent electronically
using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case
prior to a date set forth in the proxy materials sent in connection with the proposal to approve the business combination.
There
is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering
them through the DWAC System. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker
whether or not to pass this cost on to the holder. However, this fee would be incurred regardless of whether or not we require
holders seeking to exercise conversion rights to deliver their shares. The need to deliver shares is a requirement of exercising
conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders
seeking to exercise conversion rights prior to the consummation of the proposed business combination and the proposed business
combination is not consummated this may result in an increased cost to shareholders.
Any
proxy solicitation materials we furnish to shareholders in connection with a vote for any proposed business combination will indicate
whether we are requiring shareholders to satisfy such certification and delivery requirements. Accordingly, a shareholder would
have from the time the shareholder received our proxy statement up until the vote on the proposal to approve the business combination
to deliver his shares if such shareholder wishes to seek to exercise his conversion rights. This time period varies depending
on the specific facts of each transaction. However, as the delivery process can be accomplished by the shareholder, whether or
not he is a record holder or his shares are held in “street name,” in a matter of hours by simply contacting the transfer
agent or his broker and requesting delivery of his shares through the DWAC System, we believe this time period is sufficient for
an average investor. However, we cannot assure you of this fact.
Any
request to convert such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or
the expiration of the tender offer. Furthermore, if a holder of public shares delivered his certificate in connection with an
election of their conversion and subsequently decides prior to the applicable date not to elect to exercise such rights, he may
simply request that the transfer agent return the certificate (physically or electronically).
If
the initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise
their conversion rights would not be entitled to convert their shares for the applicable pro rata share of the Trust Account as
of two business days prior to the consummation of the initial business combination. In such case, we will promptly return any
shares delivered by public holders.
Liquidation
if No Business Combination
Our amended and restated memorandum and articles
of association provided that we will have until April 26, 2021 (with two three-month extensions) to complete our initial business combination.
If we are unable to complete our initial business combination by April 26, 2021 or such longer period that our shareholders may approve,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the Trust Account not previously released to us for our tax obligations, divided by
the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such
redemption, seek to dissolve and liquidate subject to our obligations under British Virgin Islands law to provide for claims of creditors
in all cases subject to and the other requirements of applicable law. This redemption of public shares from the Trust Account shall be
effected as required by function of our amended and restated memorandum and articles of association and prior to any voluntary winding
up, although at all times subject to the Companies Act.
Following
the redemption of public shares, we intend to enter “voluntary liquidation” which is the statutory process for formally
closing and dissolving a company under the laws of the British Virgin Islands. Given that we intend to enter voluntary liquidation
following the redemption of public shareholders from the Trust Account, we do not expect that the voluntary liquidation process
will cause any delay to the payment of redemption proceeds from our Trust Account. In connection with such a voluntary liquidation,
the liquidator would give notice to creditors inviting them to submit their claims for payment, by notifying known creditors (if
any) who have not submitted claims and by placing a public advertisement in at least one newspaper published in the British Virgin
Islands and in at least one newspaper circulating in the location where we have our principal place of business, and taking any
other steps the liquidator considers appropriate to identify our creditors, after which our remaining assets would be distributed.
As soon as our affairs are fully wound-up, the liquidator must complete his statement of account and make a notice filing with
the registrar. We would be dissolved once the registrar issues a Certificate of Dissolution.
Our initial shareholders, which include our
independent directors, have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions
from the Trust Account with respect to their founder shares if we fail to complete our initial business combination by April 26, 2021
or not otherwise extend the date that we need to complete our business combination. However, if our initial shareholders or management
team acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect
to such public shares if we fail to complete our initial business combination by April 26, 2021.
Our executive officers and directors have
agreed, pursuant to written agreements with us, that they will not propose, or vote in favor of, any amendment to our amended and restated
memorandum and articles of association, prior to a business combination, that would affect the substance or timing of our obligation
to redeem 100% of our public shares if we do not complete our initial business combination by April 26, 2021, unless we provide our public
shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (which interest
shall be net of taxes payable), divided by the number of then outstanding public shares. However, we may not redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny
stock” rules). If this optional redemption right is exercised with respect to a number of public shares such that we cannot satisfy
the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.
This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our initial shareholders, any
executive officer, director or director nominee, or any other person.
There will be no redemption rights or liquidating
distributions with respect to our warrants or rights, both of which will expire worthless if we fail to complete our initial business
combination by April 26, 2021. We will pay the costs of our liquidation from our remaining assets outside of the Trust Account. However,
the liquidator may determine that he or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty
over the validity or extent of the claims of any creditors). Also, a creditor or shareholder may file a petition with the British Virgin
Islands court which, if successful, may result in our liquidation being subject to the supervision of that court. Such events might delay
distribution of some or all of our remaining assets.
If
we were to expend all of the net proceeds of the IPO and the private placements, other than the proceeds deposited in the Trust
Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received
by shareholders upon our dissolution would be $10.00. The proceeds deposited in the Trust Account could, however, become subject
to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you
that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay such
amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although
we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business
execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account
for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute
such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent
inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the
waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the
Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account,
our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third
party that has not executed a waiver if management believes that such third party’s engagement would be significantly more
beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute
a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to
be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable
to find a service provider willing to execute a waiver. In order to protect the amounts held in the Trust Account, Hong Ye, an
entity owned by Guan Wang, has contractually agreed pursuant to a written agreement with us that, if we liquidate the Trust Account
prior to the consummation of a business combination, it will be liable to ensure that the proceeds in the Trust Account are not
reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered
or contracted for or products sold to us. We believe Hong Ye has sufficient financial resources to satisfy its indemnity
obligation should it arise, however we cannot assure you it will have sufficient liquid assets to satisfy such obligations if
it is required to do so. Additionally, the agreement entered into with Hong Ye specifically provides for two exceptions to the
indemnity given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who
has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held
in the Trust Account, or (2) as to any claims for indemnification by the underwriters of the IPO against certain liabilities,
including liabilities under the Securities Act. As a result, we cannot assure you that the per-share distribution from the Trust
Account, if we liquidate the Trust Account because we have not completed a business combination within the required time period,
will not be less than $10.00.
In
the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual
amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per
share due to reductions in the value of the trust assets, in each case less taxes payable, and Hong Ye asserts that it is unable
to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against Hong Ye to enforce such indemnification obligations. While we currently
expect that our independent directors would take legal action on our behalf to enforce these indemnification obligations, it is
possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not
be less than $10.00 per share.
If
we are deemed insolvent for the purposes of the Insolvency Act (i.e., (i) we fail to comply with the requirements of a statutory
demand that has not been set aside under Section 157 of the Insolvency Act; (ii) execution or other process issued on a judgment,
decree or order of a British Virgin Islands court in favor of a creditor of ours is returned wholly or partly unsatisfied; or
(iii) either the value of our liabilities exceeds its assets, or the company is unable to pay its debts as they fall due), then
there are very limited circumstances where prior payments made to shareholders or other parties may be deemed to be a “voidable
transaction” for the purposes of the Insolvency Act. A voidable transaction would include, for these purposes, a payment
made as “unfair preferences” or a “transaction at an undervalue”. A liquidator appointed over an insolvent
company who considers that a particular transaction or payment is a voidable transaction under the Insolvency Act could apply
to a British Virgin Islands courts for an order setting aside that payment or transaction in whole or in part.
Additionally,
if we enter insolvent liquidation under the Insolvency Act, the funds held in our Trust Account will likely be included in our
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency
claims deplete the Trust Account we may not be able to return to our public shareholders the liquidation amounts due them. Our
public shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public
shares if we do not complete our initial business combination within the required time period, (ii) in connection with a shareholder
vote to amend our amended and restated Memorandum and Articles of Association prior to the consummation of an initial business
combination or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination.
In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event we
seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with
the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata
share of the Trust Account. Such shareholder must have also exercised its redemption rights and followed the procedures described
above and as detailed in the applicable proxy or tender offer materials.
COMPETITION
If
we succeed in effecting a business combination with SolarMax, there will be, in all likelihood, significant competition from its
competitors. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete
effectively. Information regarding solarMax’s competition is set forth in the proxy statement/prospectus in Form S-4, File
No. 333-251825, for the meeting to be called to approve the business combination with SolarMax.
FACILITIES
We
currently maintain our principal executive offices at Room 1001, 10/F Capital Center, 151 Gloucester Road, Wanchai, Hong Kong.
The cost for this space is included in the $1,000 per-month fee that Hong Ye charges us pursuant to a letter agreement between
us and Hong Ye for general and administrative services commencing on August 1, 2018 and terminating upon completion of our initial
business combination or the distribution of the Trust Account to our public shareholders. We believe, based on rents and fees
for similar services, that the fee charged by Hong Ye is at least as favorable as we could have obtained from an unaffiliated
person. We consider our current office space, combined with the other office space otherwise available to our executive officers,
adequate for our current operations.
EMPLOYEES
We
currently have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters
and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time
period varies based on whether a target business has been selected for the business combination and the stage of the business
combination process the company is in. Accordingly, when a suitable target business to acquire is located, management will spend
more time investigating such target business and negotiating and processing the business combination (and consequently spend more
time on our affairs) than had been spent prior to locating a suitable target business. We presently expect our executive officers
to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have any other employees
prior to the consummation of a business combination.
ITEM
1A. RISK FACTORS
As
a smaller reporting company, we are not required to make disclosures under this Item. However, below is list of material risks, uncertainties
and other factors that could have a material effect on the Company and its operations:
Risks
Relating to Restatement of Our Previously Issued Financial Statements
Our
private warrants are accounted for as liabilities and the changes in value of our private warrants could have a material effect on our
financial results.
On
April 12, 2021, the SEC Staff issued the SEC Staff Statement, wherein the SEC Staff expressed its view that certain terms and conditions
common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being
treated as equity. Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender
offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants.
As a result of the SEC Staff Statement, we reevaluated the accounting treatment of our private warrants, and pursuant to the guidance
in ASC 815, Derivatives and Hedging (“ASC 815”), determined the private warrants should be classified as
derivative liabilities measured at fair value on our balance sheet, with any changes in fair value to be reported each period in earnings
on our statement of operations.
As
a result of the recurring fair value measurement, our financial statements may fluctuate quarterly, based on factors, which are outside
of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our private
warrants each reporting period and that the amount of such gains or losses could be material.
We
have identified a material weakness in our internal control over financial reporting as of December 31, 2020. If we are unable to maintain
an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a
timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
As described elsewhere in this report, our
management and our audit committee concluded that, in light of the prior reclassification of certain warrants from equity to liability,
as well as the reclassification of our redeemable Public Shares as temporary equity, it was appropriate to restate our previously issued
financial statements as of and 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 “Restatements”). In connection with the foregoing development
and as a result of the Restatements, we identified a material weakness in our internal controls over financial reporting relating to
our accounting for complex financial instruments.
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected
and corrected on a timely basis.
Effective
internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate
the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will
ultimately have the intended effects.
If
we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent
or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial
statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic
reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our
stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the
future, will be sufficient to avoid potential future material weaknesses.
ITEM
1B. UNRESOLVED STAFF COMMENTS
Not
applicable.
ITEM
2. PROPERTIES
We
do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive
offices at Room 1001, 10/F Capital Center, 151 Gloucester Road, Wanchai, Hong Kong. The cost for this space is provided to us
by Hong Ye, a company wholly owned by our insiders, as part of the $1,000 per-month payment we make to it for general and administrative
services. We consider our current office space, combined with the other office space otherwise available to our executive officers,
adequate for our current operations.
ITEM
3. LEGAL PROCEEDINGS
We
are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any
legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material
adverse effect on our business, financial condition or results of operations.
ITEM
4. MINE SAFETY DISCLOSURES
Not
Applicable.
part
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our
units began to trade on the Nasdaq Capital Market, or Nasdaq, under the symbol “ALACU” on October 24, 2018. The ordinary
shares, warrants and rights comprising the units began separate trading on Nasdaq on November 21, 2018, under the symbols “ALAC”,
“ALACW” and “ALACR”, respectively.
Holders
of Record
As
of the date of this annual report, there were 4,615,238 of our ordinary shares issued and outstanding held by 7 shareholders
of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial
owners of ordinary shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
Dividends
We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion
of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of
any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is
the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly,
our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, except the warrant
dividend in connection with April 2020 Extension, our board of directors is not currently contemplating and does not anticipate
declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith.
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Recent
Sales of Unregistered Securities
None except certain promissory
notes issued to our Sponsor or third party as disclosed in Item 1 that these holders have the right to convert such notes, in whole or
in part, into our private units, as described in the public offering prospectus we filed with the Securities and Exchange Commission
on October 24, 2018, file No. 333-227652 and the Extension Warrants in connection with April 2020 Extension.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM
6. SELECTED FINANCIAL DATA
As
a smaller reporting company, we are not required to make disclosures under this Item.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special
Note Regarding Forward-Looking Statements
All
statements other than statements of historical fact included in this proxy statement including, without limitation, statements
under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding Alberton’s
financial position, business strategy, and the plans and objectives of management for future operations, are forward-looking statements.
When used in this proxy statement, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” and similar expressions, as they relate to us or Alberton’s management, identify forward-looking statements.
Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, Alberton’s management. Actual results could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in our filings with the SEC.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the
financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion
and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Restatement
This Management’s Discussion and Analysis
of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement and revision of our
Original Financial Statements. We are restating our historical financial results to reclassify our temporary equity and permanent equity.
The impact of the restatement is reflected in the Management’s Discussion and Analysis of Financial Condition and Results of Operations
below. Other than as disclosed in the Explanatory Note and with respect to the impact of the restatement, no other information in this
Item 7 has been amended and this Item 7 does not reflect any events occurring after the Original Filing. The impact of the restatement
is more fully described in Note 2 to our financial statements included in Item 15 of Part IV of this Amendment and Item 9A: Controls
and Procedures, both contained herein.
Overview
Alberton
Acquisition Corporation (the “Company,” “we,” “our,” “us,”
or “Alberton”) was incorporated on February 16, 2018 under the laws of British Virgin Islands for the purpose
of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business
are not limited to a particular industry or geographic location. We have not selected any target business for our initial business
combination.
We
presently have no revenue, have had losses since inception from incurring formation and operating costs and have had no operations
other than identifying and evaluating suitable acquisition transaction candidates. We have relied upon the sale of our securities
and loans from Hong Ye Hong Kong Shareholding Co., Limited (our “Sponsor”) to fund our operations.
On
October 26, 2018, we consummated our initial public offering (the “IPO”) of 10,000,000 units. Each unit consists of one ordinary
share, one redeemable warrant to purchase one-half of one ordinary share and one right to receive 1/10 of an ordinary share upon the
consummation of our initial business combination. The units were sold at an offering price of $10.00 per unit, generating gross proceeds
of $100,000,000. On October 26, 2018, simultaneously with the consummation of the initial public offering, we consummated a private placement
with our Sponsor of 300,000 private units at a price of $10.00 per private unit, each unit consisting of one ordinary share, one warrant
to purchase one-half of one ordinary share (each, a “Private Warrant”) and one right to receive 1/10 of an ordinary share
upon the consummation of our initial business combination, generating total proceeds of $3,000,000. On November 20, 2018, the underwriters
exercised the over-allotment option in part and purchased 1,487,992 over-allotment option units at an offering price of $10.00 per unit,
generating gross proceeds of $14,879,920. On November 20, 2018, simultaneously with the sale of the over-allotment units, the Company
consummated the private sale of an additional 29,760 private units to our Sponsor, generating gross proceeds of $297,600. On November
20, 2018, the underwriters waived their right to exercise the reminder of the over-allotment option. In connection with such waiver,
an aggregate of 3,002 founder shares held by our initial shareholders were forfeited.
As
of the date thereof, a total of $114,879,920 of the net proceeds from the initial public offering (including the partial exercise
of the over-allotment option) and the private placements were deposited in a trust account (the “Trust Account”) established
for the benefit of the Company’s public shareholders.
Our
management has broad discretion with respect to the specific application of the net proceeds of initial public offering and the
private placements, although substantially all of the net proceeds are intended to be applied generally towards consummating a
business combination.
Our
Sponsor
Our
sponsor, Hong Ye Hong Kong Shareholding Co., Limited, founded in Hong Kong, is a limited liability company.
Historical
Extensions and Redemptions
Immediately
following the consummation of the IPO, Alberton had until October 26, 2019 to consummate its initial business combination which
might be extended by additional two three months conditioned on certain extension payment funded to the Trust Account.
On
September 18, 2019, Alberton extended its initial deadline to consummate the business combination by three months with a deposit
of $1,148,799 into the Trust Account which was sourced by an unsecured promissory note issued to Global Nature (“GN Note
1”). The GN Note 1 is non-interest bearing and is payable on the date on which we consummate a certain qualified business
combination, subject to certain mandatory repayment arrangement set forth in the GN Note 1. The principal balance may be prepaid
at any time without penalty. Pursuant to the Merger Agreement, payment of the Note is to be satisfied by delivery of sponsor shares.
On
January 23, 2020, Alberton deposited $1,148,800 into the Trust Account to extend the time available for it to complete a business
combination from to April 27, 2020. The extension deposit was partially funded from a $780,000 loan provided by the Sponsor and
partially from a $368,800 from Alberton’s working capital. In connection with the loan provided by the Sponsor, Alberton
issued a promissory to the Sponsor in the aggregate principal amount of $780,000, which is non-interest bearing and is payable
on the date on which Alberton consummates its initial business combination. Pursuant to the Merger Agreement, payment of this
Note is to be satisfied by delivery of sponsor shares.
On
April 23, 2020, Alberton held a special meeting, at which its shareholders approved an amendment to Alberton’s then current Memorandum
and Articles of Association, extending the date by which Alberton must consummate its initial business combination from April 27, 2020
to October 26, 2020 or such earlier date as determined by the board of directors of Alberton; (the “April 2020 Extension”).
In connection with the April 2020 Extension, public stockholders owning 10,073,512 ordinary shares of Alberton exercised their right
to have their public shares redeemed, and those shareholders received $105,879,118 (or $10.51 per share) from the trust fund.
In
connection with the April 2020 Extension, Alberton committed to deposit into the Trust Account six monthly cash contribution of
$60,000 per month in the aggregate amount of $360,000, which was partially funded from an $140,000 advance from the Sponsor, $100,000
from the AMC Note (as defined below) and $120,000 from the SolarMax Extension Loans (as defined in the Merger Agreement), and
issue public shareholders who did not redeem their public shares in connection with the April 2020 Extension certain amount of
the Extension Warrants (as defined below). On January 19, 2021, the board of directors of Alberton approved the issuance of 1,414,480
dividend warrants (the “Extension Warrants”) to those public shareholders who were shareholders on April 21, 2020
and did not exercise their right of redemption in connection with the April 2020 extension, and Alberton instructed such issuance.
Alberton was advised that the Extension Warrants were processed on or about February 5, 2021, although the date of delivery may
be delayed as a result of processing time by DTC, broker and dealer, and other relevant parties.
On
October 26, 2020, Alberton held another special meeting, at which its shareholders approved an amendment to Alberton’s then current
Memorandum and Articles of Association, extending the date by which Alberton must consummate its initial business combination from October
26, 2020 to April 26, 2021 or such earlier date as determined by the board of directors of Alberton (the “October 2020 Extension”).
In connection with the October 2020 Extension, the holders of an additional 1,000 ordinary shares exercised their right to have their
public shares redeemed, and those shareholders received $10,770.13 (or $10.77 per share) from the Trust Account.
In
connection with October 2020 Extension, Alberton committed that, for each remaining public share that did not redeem, for each monthly
period, or portion thereof during the October 2020 Extension, it would deposit $0.05 per share per month, into the Trust Account as additional
interest on the proceeds in the Trust Account.
If Alberton is unable to consummate the Business
Combination by April 26, 2021, Alberton will, as promptly as possible but not more than ten business days thereafter, redeem 100% of
its outstanding public shares for a pro rata portion of the funds held in the Trust Account and then seek to dissolve and liquidate.
Proposed
Business Combination with SolarMax
During
Alberton’s search for a suitable target for a business combination, Alberton had looked at more than 50 potential target
companies and signed letter of intent or memo mutual understanding with three of them, including its initial proposal to SolarMax.
The Alberton management team held frequent discussion regarding the various targets during this period both internally and with
a wide range of management teams at potential targets. Alberton learned about SolarMax in May, 2020 when Wang Guan, the CEO and
Chairwoman of the board of directors of Alberton, received a letter from a partner of a BDO accounting firm’s member firm
in Los Angeles, California. The letter recommended a solar energy company named “SolarMax Technology Inc.” In October
2020, we selected SolarMax as a potential target for a SPAC transaction.
SolarMax
is an integrated solar energy company. It was founded in 2008 to conduct business in the United States and subsequently commenced
operation in China following two acquisitions in 2015. SolarMax operates in two segments – the United States operations
and the China operations. SolarMax’ United States operations primarily consist of (i) the sale and installation of photovoltaic
and battery backup systems for residential and commercial customers, (ii) financing the sale of its photovoltaic and battery backup
systems, and (iii) sales of LED systems and services to government and commercial users. SolarMax’ China operations consist
primarily of identifying and procuring solar farm projects for resale to third parties and performing EPC services primarily for
solar farm projects. For more information regarding the Merger Agreement, see the registration statement on Form S-4 that we filed
with the Securities and Exchange Commission on February 10, 2021, file No. 333-251825.
Merger
Agreement
On
October 27, 2020, Alberton entered into a certain agreement and plan of merger, as amended by an amendment dated November 10,
2020, and further amended by an amendment dated March 19, 2021, which agreement, as amended being referred to as the “Merger
Agreement”, by and among Alberton, Merger Sub, and SolarMax. The Merger Agreement provides for the Merger of Merger Sub
with and into SolarMax, with SolarMax continuing as the surviving corporation in the Merger. Subject to the terms and conditions
set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”): (i) all shares of SolarMax
common stock (the “SolarMax Stock”) issued and outstanding immediately prior to the Effective Time will be converted
into the right to receive the Stockholder Merger Consideration (as defined below); (ii) each outstanding option to acquire SolarMax
Stock (whether vested or unvested) shall be assumed by combined entity and automatically converted into an option to acquire shares
of combined entity’s common stock, with its price and number of shares adjusted based on the Exchange Ratio, which is the
number of shares of Alberton Common Stock issuable in respect of one share of SolarMax Stock (each, an “Assumed Option”)
and (iii) each outstanding convertible notes of SolarMax shall become convertible into shares of Alberton’s common stock
determined by dividing the conversion price of such notes at the Effective Time by the applicable conversion ratio.
The
Merger Agreement also provides that, immediately prior to the Closing, Alberton will re-domesticate from a British Virgin Islands
corporation into a Nevada corporation so as to continue as a Nevada corporation (the “Redomestication”). At the closing
of the Merger (the “Closing”), Alberton will change its name to “SolarMax Technology Holdings, Inc.” (the
“Successor”). In connection with the Redomestication, the provision in Alberton’s amended and restated Memorandum
and Articles of Association which provides that Alberton have net tangible assets of at least US$5,000,001 upon such consummation
of the business combination is to be amended to require that the net tangible asset test be met “prior to or upon”
consummation of the business combination. This means that the net tangible asset test does not have to be made upon completion
of the Business Combination as long as the test is met before the consummation of the Business Combination.
Prior
to the Closing, Alberton will continue out of the British Virgin Islands and domesticate as a Nevada corporation and will no longer
be considered a company incorporated in the British Virgin Islands.
Outstanding
Promissory Notes and Loans
On
September 18, 2019, Alberton issued an unsecured promissory note in the amount of $1,148,800 (the “GN Note 1”) to
Global Nature to fund a three-month extension payment and, accordingly, $1,148,799 was deposited into the Trust Account. GN Note
1 was issued in connection with a non-binding letter of intent entered into by and between Global Nature and Alberton on September
13, 2019, to consummate a potential business combination with Global Nature (the “Global Nature LOI”).
The
GN Note 1 is non-interest bearing and is payable on the date on which Alberton consummates its initial business combination with
Global Nature or another qualified target company (a “Qualified Business Combination” and such date, the “Maturity
Date”), subject to certain mandatory repayment arrangement set forth in the GN Note 1. The principal balance may be prepaid
at any time without penalty. Pursuant to the GN Note 1, in the event that the Global Nature notifies Alberton in written that
it does not wish to proceed with the Qualified Business Combination (the “Withdrawal Request”), Alberton shall only
be obligated to repay the Note, as follows: (i) the full principal amount of the GN Note 1 within 5 business days of such Withdrawal
Request if such Withdrawal Request is given on or before September 24, 2019; (ii) 50% of the principal amount of the GN Note 1
within 5 business days of such Withdrawal Request if the Withdrawal Request is given from after September 24, 2019 and on or before
October 15, 2019 or the date the subscription amount of this GN Note 1 is transferred into the Trust Account (whichever is later);
(iii) 50% of the principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after
Alberton’s business combination if the Withdrawal Request is given from after October 15, 2019 or the date the subscription
amount of this Note is transferred into the Trust Account (whichever is later); or (iv) the full principal amount of the Note
as soon as possible with best efforts but no later than 5 business days after Alberton’s business combination or the date
of expiry of the term of Alberton (whichever is earlier), if the parties have not entered into a definitive agreement with regard
to the Qualified Business Combination within 45 days from the date of the GN Note 1 as a result of the disagreement on the valuation
of the Qualified Business Combination. On March 12, 2020, Alberton received the Withdrawal Request from Global Nature that it
did not wish to proceed with the Qualified Business Combination. The parties are in discussion of the repayment of the GN Note
1 which shall be repaid as soon as possible with best efforts but no later than 5 business days after Alberton’s business
combination or the date of expiry of the term of us (whichever is earlier).
On
December 3, 2019, Alberton, upon receipt of the principal, issued an unsecured promissory note in the aggregate principal amount
of $500,000 (the “GN Note 2,” together with GN Note 1, the “GN Notes”) to Global Nature, its registered
assignees or successor in interest as working capital.
The
GN Note 2 is non-interest bearing and is payable on the earlier date of (i) that Alberton consummates a Qualified Business Combination,
and (ii) expiry of the term of us. The principal balance may be prepaid prior to the Maturity Date without penalty. Pursuant to
the GN Note 2, in the event that (i) the parties do not agree with the valuation of the Qualified Business Combination; (ii) a
definitive agreement with regard to the Qualified Business Combination with the Payee is not entered into within 45 days from
the date of this GN Note 2; or (iii) the Qualified Business Combination is not consummated for any reason prior to the date of
expiry of the term of us, Alberton shall repay the principal amount of the GN Note 2 no later than 5 business days after Alberton’s
initial business combination or the date of expiry of the term of Alberton, whichever is earlier. As a result that the parties
did not enter into a definitive agreement within 45 days from the GN Note 2, such note becomes payable no later than 5 business
days after our initial business combination or the date of expiry of the term of us.
We, upon receipt of the principal, issued an unsecured promissory note
in the aggregate principal amount of $780,000 on January 24, 2020 to our Sponsor and its registered assignees or successors in interest.
The Sponsor Notes are non-interest bearing and is payable on the date on which we consummate our initial business combination. The
Sponsor, however, has the right to convert the Sponsor Notes, in whole or in part, into our private units, as described in the public
offering prospectus we filed with the Securities and Exchange Commission on October 24, 2018, file No. 333-227652. As of the date
hereof, there was $1,080,000 outstanding under the Sponsor Notes.
On April 17, 2020, Alberton issued an unsecured
promissory note in the aggregate principal amount of $500,000 (the “AMC Note”) to Qingdao Zhongxin Huirong Distressed
Asset Disposal Co, Ltd. (“AMC Sino”), a PRC company based in Qingdao, China, its registered assignees or successor
in interest (the “Payee”). The AMC Note was issued in connection with a non-binding letter of intent entered into by
and between us and Zhongxin AmcAsset Limited (“AmcAsset”), a holding company incorporated in the British Virgin Islands,
to consummate a potential business combination with AmcAsset. AmcAsset is a transnational distressed asset management company with
foothold in the U.S. and China, and undergoing global expansion. AmcAsset holds 100% equity interest of Quest Mark Capital Inc.,
a California corporation located in Los Angeles, and Qingdao Zhongbiao Distressed Asset Management Co., Ltd (“Zhongbiao”),
to which AMC Sino is related. The principle of the AMC Note of $500,000 will be paid in installments according to the needs of
Alberton, with the first payment of no less than $100,000 to be made within one business day after execution of the AMC Note. The
AMC Note is non-interest bearing and is payable on the date on which we consummate its initial business combination with Payee
or another qualified target company, subject to certain mandatory repayment arrangement set forth in the AMC Note. The principal
balance may be prepaid at any time without penalty. As of the date hereof, AMC Sino advanced only $100,000 to Alberton, which is
the current principal amount due on the AMC Note.
We issued unsecured promissory notes in
the aggregate principal amount of $473,370 (the “SolarMax Notes”) in connection with the extension of the date that
Alberton must complete its initial business combination, each in the amount of $60,000 on September 4, 2020 and October 8, 2020,
and each in the amount of $70,674 on November 10, 2020, December 9, 2020, January 11, 2021, February 11, 2021, and March 19, 2021,
and excluded up to one additional note of $70,674 which may be issued to SolarMax in April 2021. The SolarMax Notes are non-interest
bearing and payable on the earlier of (i) the consummation of a business combination, (ii) termination of the merger agreement.
As of December 31, 2020, there was $261,348 outstanding under the SolarMax Notes.
Pursuant
to the Merger Agreement, Alberton agreed that all notes that were outstanding on September 3, 2020, which includes the notes described
in the preceding paragraphs, will be settled by delivery of sponsor shares.
Under
the Merger Agreement, Solarx has agreed to provide Extension Loans and Additional Loans up to $544,044, of which loans $473,370
have been made as of the date hereof, repayable upon the earlier of the closing of the Merger or liquidation and the Sponsor is
to pay any excess of that amount for October 2020 Extension.
In
addition, the Sponsor has been advancing or funding Alberton on as needed basis for working capital or payment for expenses incurred.
As of the date hereof, Alberton has outstanding sponsor notes in the aggregate amount of $1,080,000.
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 1, 2020, Alberton received a written notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that Alberton was not in compliance
with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires Alberton to have at least 300 public holders
for continued listing on the Nasdaq Capital Market. On February 18, 2021, we received a letter from Nasdaq, advising the Company that
the Company had regained compliance with the Minimum Public Holders Rule based on the Company’s submissions to Nasdaq of shareholder
records dated January 20, 2021.
On
January 4, 2021, Nasdaq advised Alberton that it no longer complies with Nasdaq Listing Rule 5620(a) due to the Alberton’s
failure to hold an annual meeting of shareholders within twelve months of the end of the Alberton’s fiscal year ended December
31, 2019 (the “Annual Meeting Requirement”).
On
March 16, 2021, we received a notification letter from Nasdaq stating that the Nasdaq Staff had determined to grant us an extension
of time through June 29, 2021 to regain compliance with the Annual Meeting Requirement.
On March 26, 2021, we filed
a definitive proxy statement in Form 14A for the purposes of seeking our shareholder approval to extend the date before which we must
complete an initial business combination until October 26, 2021 or such earlier date as determined and related matters at a special meeting
in lieu of the 2020 Annual Meeting in order to be compliance with Annual Meeting Requirement.
Issuance
of the Extension Warrants
On
January 19, 2021, the board of directors of Alberton approved the issuance of 1,414,480 Extension Warrants to those public shareholders
who were shareholders on April 21, 2020 and did not exercise their right of redemption in connection with the April 2020 Extension,
and Alberton instructed such issuance. Alberton was advised that the Extension Warrants were processed on or about February 5,
2021, although the date of delivery may be delayed as a result of processing time by DTC, broker and dealer, and other relevant
parties.
Results
of Operations
Our
entire activity from inception up to October 26, 2018 was related to the Company’s formation, the initial public offering
and general and administrative activities. Since the initial public offering, our activity has been limited to the evaluation
of business combination candidates, and we will not be generating any operating revenues until the closing and completion of our
initial business combination. We generate non-operating income in the form of interest income on investments. We are incurring
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as
for due diligence expenses.
For the year ended December
31, 2020, we had net income of $25,302, consisting of $559,404 of interest income from investments in our Trust Account, $10,740 gain
on change in fair value of warrant liabilities, and $836 of interest income from deposits in our corporate bank account, offset by $545,678
of operating costs, consisting mostly of general and administrative expenses.
For the year ended December 31, 2019, we had
net income of $2,168,220, consisting of $2,572,276 of interest income from investments in our Trust Account, $77,859 gain on change in
fair value of warrant liabilities, and $2,193 of interest income from deposits in our corporate bank account, offset by $484,108 of operating
costs, consisting mostly of general and administrative expenses.
Liquidity
and Capital Resources
For the year ended December 31, 2020, cash
provided by operating activities was $33,191. As of December 31, 2020, we had cash outside the Trust Account of $1,545 available
for working capital needs. All remaining cash is held in the Trust Account and is generally unavailable for our use, prior to an
initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares. As of December
31, 2020, none of the amount on deposit in the Trust Account was available to be withdrawn as described above.
Until
consummation of the business combination, we will be using the funds not held in the Trust Account, and any additional funding
that may be loaned to us by our Sponsor, for identifying and evaluating prospective acquisition candidates, performing business
due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective
target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target
business to acquire and structuring, negotiating and consummating the business combination.
If
our estimates of the costs of undertaking in-depth due diligence and negotiating business combination are less than the actual
amount necessary to do so, we may have insufficient funds available to operate our business prior to the business combination
and will need to raise additional capital. In this event, our officers, directors or their affiliates may, but are not obligated
to, loan us funds as may be required. If we consummate an initial business combination, we would repay such loaned amounts out
of the proceeds of the Trust Account released to us upon consummation of the business combination, or, at the lender’s discretion,
up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per
unit. In the event that the initial business combination does not close, we may use a portion of the working capital held outside
the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. The terms
of such loans by our Initial Shareholders, officers and directors, if any, have not been determined and no written agreements
exist with respect to such loans.
Moreover,
we may need to obtain additional financing either to consummate our initial business combination or because we become obligated
to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may
issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable
securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination.
Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order
to meet our obligations.
Going
Concern
In connection with our assessment of going
concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern.
No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after April 26, 2021.
Off-Balance
Sheet Financing Arrangements
As
of December 31, 2020, we did not have any off-balance sheet arrangements. We have no obligations, assets or liabilities which
would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated
entities or financial partnerships, often referred to as variable interest entities, which would have been established for the
purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial
assets.
Contractual
Obligations
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an
agreement to pay an affiliate of the Sponsor a monthly fee of $1,000 for general and administrative services including office
space, utilities and secretarial support. We began incurring these fees on August 1, 2018 and will continue to incur these fees
monthly until the earlier of the completion of the business combination or our liquidation.
The underwriters are entitled to a deferred underwriting
discounts and commissions equal to 3.5% of the gross proceeds of the initial public offering. Upon completion of the business combination,
$4,020,797 (with consideration of the underwriters’ exercise of their over-allotment option on November 20, 2018) will be paid
to the underwriters from the funds held in the Trust Account. No discounts or commissions will be paid with respect to the purchase of
the private units. Pursuant to the Merger Agreement, Alberton agreed that these fees would be settled by delivery of sponsor shares.
As of the date thereof,
we have issued promissory notes to various parties including our Sponsor in the aggregate amount of $3,830,374, among which $3,248,800
will be paid by delivery of founder shares owned by our sponsor in the same value based on the redemption price. In connection with extensions
to complete the initial business combination, we issued a series of unsecured promissory notes to SolarMax in an aggregate amount of
$473,370 and SolarMax agreed to make up to one additional payments of $70,674. To the extent that these notes exceed $60,000 per month,
the Sponsor agreed to transfer to Successor for cancellation sponsor shares equal to such excess.
Critical
Accounting Estimates
The
preparation of the financial statements and related disclosures in conformity with accounting principles generally accepted in
the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and
income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified
any critical accounting estimates.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a smaller reporting company, we are not required to make disclosures under this Item.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our
financial statements and the notes thereto begin on page F-1 of this Annual Report.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under the supervision and with the participation
of our management, including our principal executive officer and principal financial and accounting officer, we previously conducted
an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2020,
as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. In connection with this Amendment, and in light of the
restatement of our financial statements for the year ended December 31, 2020, our officers reevaluated and concluded that our disclosure
controls and procedures were not effective, due solely to the material weakness in our internal control over financial reporting described
below in “Changes in Internal Control Over Financial Reporting”. In light of this material weakness, we performed additional
analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting
principles. Accordingly, management believes that the financial statements included in this Amendment present fairly in all material
respects our financial position, results of operations and cash flows for the period presented.
Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is
recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management, including our principal executive officer and principal financial
officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s
Annual Report on Internal Control over Financial Reporting
As
required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for
establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial
statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those
policies and procedures that:
|
(1)
|
pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our
company,
|
|
(2)
|
provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,
and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,
and
|
|
(3)
|
provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on the financial statements.
|
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal
control over financial reporting at December 31, 2020. In making these assessments, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments
and those criteria, management determined that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting described
below in “Changes in Internal Control Over Financial Reporting”. In light of this material weakness, we performed additional
analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting
principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K/A present fairly
in all material respects our financial position, results of operations and cash flows for the period presented.
This Amendment does not include an attestation
report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under
the JOBS Act.
Restatement of Previously Issued Financial Statements
On June 14, 2021, we revised our prior position on
accounting for private warrants and restated our financial statements to reclassify the Company’s private warrants as described
in the Explanatory Note to the Original Filing. However, the non-cash adjustments to the financial statements do not impact the amounts
previously reported for our cash and cash equivalents, total assets, revenue or cash flows.
On December 3, 2021, we revised our prior position
on accounting for all Public Shares as permanent equity to temporary equity as described in the Explanatory Note to this Amendment. However,
the non-cash adjustments to the financial statements do not impact the amounts previously reported for our cash and cash equivalents,
total assets, revenue or cash flows and it does not have an impact on our cash position and cash held in the trust account established
in connection with the IPO (the “Trust Account”).
Changes
in Internal Control over Financial Reporting
There have been no changes in our internal
control over financial reporting during the fiscal year ended December 31, 2020 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting, as the circumstances that led to the restatement of our financial
statements described in this Amendment had not yet been identified. Due solely to the events that led to our restatement of our financial
statements, management has identified a material weakness in internal controls related to the accounting for warrants issued in connection
with our initial public offering, as described in Note 2 to the Notes to Financial Statements entitled “Restatement of Previously
Issued Financial Statements.”
While we have processes to identify and appropriately
apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the accounting standards that
apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult
regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer
no assurance that these initiatives will ultimately have the intended effects.
ITEM
9B. OTHER INFORMATION
None.
part
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
following table sets forth information about our directors and executive officers as of April 6th, 2021.
Name
|
|
Age
|
|
Position
|
Guan Wang
|
|
42
|
|
Chairwoman of the
Board, Chief Executive Officer, and Treasurer
|
Keqing (Kevin) Liu
|
|
62
|
|
Chief Financial
Officer, Director, and Secretary of the Board
|
William Walter Young
|
|
75
|
|
Independent Director
|
Qing S. Huang
|
|
38
|
|
Independent Director
|
Peng Gao
|
|
54
|
|
Independent Director
|
Below
is a summary of the business experience of each of our executive officers and directors:
Guan
Wang, 42, Executive Director, Sinobay (Hong Kong) Commercial Real Estate & Management Co, Ltd, Shenzhen, China, since
2005. She has been in charge of Sinobay’s major investments for 13 years since its inception in 2005. From 2003 to 2005,
she served as Director of Human Resources at Union Economic and Trading Investment Co. Ltd, Shenzhen, China, where she was responsible
for Alberton’s human resource development, designing and improving Alberton’s organizational structure, and cultivating
its corporate culture. From 1999 to 2002, she was an assistant in the Human Resources Division at CR Vanguard, a large national
supermarket chain in China, a subsidiary of China Resources, a Fortune Global 500 company. Guan received her Bachelor of Science
in Computer Application from Shenyang Aerospace University in China in 1999. Guan’s qualifications to serve as a director
and Treasurer of Alberton include her work and investment management experience and her experience in human resources management
in terms of evaluating top management of companies.
Keqing
(Kevin) Liu, 62, a former partner of ACL Equity from June 2018 to October 2018, a financial services company in Beijing, China,
where he focuses on deal origination and cross-border mergers and acquisitions. He began his career in 1983 at Agricultural Bank
of China Jiangxi Provincial Branch as a project manager in a portfolio 50% funded by the World Bank, until 1993; from 1993 to
2001, a Senior Manager and Senior Economist at China Merchants Bank head office, Shenzhen, he led a project finance team to manage
a portfolio exceeding US$1 billion; a member of the bank’s Mid-Term Development Strategies Working Group from 1997 to 2000,
he represented the bank at the World Bank and International Monetary Fund annual meetings in Washington D.C.; from 2002 to 2004,
he co-headed the International Department, Shenzhen Commercial Bank (now Ping An Bank) head office, to fund cross-border transactions
and collaborate with more than 600 prime financial institutions worldwide; from 2005 to 2007, he was Consultant, CITIC Capital,
Hong Kong, an investment banking arm of CITIC Group, one of China’s largest finance holding conglomerates, active in investment
due diligence; in 2007, he founded Nanchang GlobeVision Investment, a company investing in carbon-dioxide emission reduction projects
that generate saleable certified emission reduction credits, and served as Chief Executive Officer of such company from 2007 to
2010; from 2010 to June 2018, he was Partner, Wealth Assets and Capital (formerly Wealth Business Consultancy), Hong Kong, engaged
in deal sourcing and due diligence. He has served as Adjunct Researcher, European Studies Center, Zhejiang University, one of
China’s top institutions of higher learning. He holds a Bachelor of Economics in Statistics from Jiangxi University of Finance
and Economics, China, in 1983. Kevin’s qualifications to serve as Chief Financial Officer and the Secretary of the Board
include his 38-year international finance management and due diligence experience and deal-sourcing capability due to his high-level
and extensive relationships with banks. His deal sourcing capability and extensive due diligence experience will greatly benefit
Alberton.
William
Walter Young, 75, Director and Chairman of Compensation Committee. Since April 1999, Mr. Young has been the chief executive
officer of JBY enterprise Inc., a company based in Los Angeles operating import and export business of large electrical equipment,
mechanical equipment, aircraft parts and automobile and special vehicles. From May 1998 to September 1985, Mr. Young served as
the electrical maintenance engineer and the electrical maintenance supervisor in McDonald Douglas in Shenyang, China and the Chief
Electrical Maintenance Engineer of Boeing Company based in Shenyang, China. From June 1985 to January 1970, Mr. Young served as
the technician, associate engineer and electrical engineer in Motorola in Oklahoma. Mr. Young received his bachelor degree in
mechanics from Oklahoma Central State University in 1965 and his bachelor degree in business administration from Embry University
in 1997. Mr. Young’s qualifications to serve as a director and the chairman of the compensation committee include decades
of experience as a chief executive officer of a private company.
Qing
S. Huang, 38, Director and Chairman of Audit Committee. Since January 2008, Mr. Huang has been serving as the principal of
Boulder Accounting Service, a company based in El Monte, California, providing accounting and bookkeeping services. From November
2018 to May 2017, Mr. Huang served as vice president branch manager of CTBC Bank in Monterey Park, California, responsible for
branch administration and daily operation of a full-service branch office and assistance with the retail planning department on
developing new residential and commercial lending program. From May 2017 to May 2012, Mr. Huang served as the assistant vice president
branch manager of East West Bank in Rancho Cucamonga, California, responsible for branch administration and daily operation and
the development of new deposit and loan business by providing a superior level of customer relations. From April 2012 to December
2010, Mr. Huang served as a licensed banker in JPMorgan Chase Bank in Montebello, California, responsible for maintaining client’s
relationship and cross-selling the banks financial products and services and analysis of financial information obtained from clients
to determine strategies for meeting clients’ financial objectives. From November 2010 to January 2008, Mr. Huang served
as a financial advisor in Ameriprise Financial in Glendale, California, responsible for providing comprehensive financial advice
and services to its clients including brokerage and investment advisory. Mr. Huang currently holds several professional licenses,
including Series 7 license, Series 66 license, and Chartered Financial Consultant, or ChFC®. Mr. Huang received his bachelor
degree in business from University of Southern California in 2007. Mr. Huang’s qualifications to serve as a director and
chairman of the audit committee include his accounting experience as well as his finance experience.
Peng
Gao, 54, has been the chief attorney of Law Offices of Gao Peng, a law firm since June 2006. Mr. Gao received a Bachelor of
Science from Fudan University China in 1988, his Master of Science from Georgia Institute of Technology in 1995, and his Juris
Doctor degree from Pepperdine Law School in 2005. Mr. Gao has been admitted to State Bar of Los Angeles, CA, since 2006. Mr. Gao’s
qualifications to serve as a director include his 14-year experience in the legal industry. His extensive legal experience will
greatly benefit the Company.
Ms.
Guan Wang was appointed to serve as the sole director of Alberton at inception. Each other aforementioned director was appointed
to serve as a member of the board of directors of Alberton in July 2018.
Our
directors and officers will play a key role in identifying, evaluating, and selecting target businesses, and structuring, negotiating
and consummating our initial acquisition transaction. Except as described below and under “Directors, Executive Officers
and Corporate Governance — Conflicts of Interest,” none of these individuals is currently a principal of
or affiliated with a public company or blank check company that executed a business plan similar to our business plan. We believe
that the skills and experience of these individuals, their collective access to acquisition opportunities and ideas, their contacts,
and their transaction expertise should enable them to identify successfully and effect an acquisition transaction, although we
cannot assure you that they will, in fact, be able to do so.
Director
Independence
Our
board of directors has determined that each of Peng Gao, William Walter Young and Qing S. Huang is an “independent director”
under Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which
only independent directors are present. Any affiliated transactions will be on terms no less favorable to us than could be obtained
from independent parties. Our board of directors will review and approve all affiliated transactions with any interested director
abstaining from such review and approval.
Audit
Committee
We
have established an audit committee of the board of directors, which consists of William Walter Young, Qing S. Huang, and Peng
Gao. Mr. Qing S. Huang serves as chairman of the Audit Committee. Under the Nasdaq listing standards and applicable SEC rules,
we are required to have three members of the Audit Committee all of whom must be independent. Messrs. William Walter Young, Qing
S. Huang, and Peng Gao are independent.
Each
member of the Audit Committee is financially literate and our board of directors has determined that Mr. Qing S. Huang qualifies
as an “audit committee financial expert” as defined in applicable SEC rules.
The
audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:
|
●
|
reviewing and discussing
with management and the independent auditor the annual audited financial statements, and recommending to the board whether
the audited financial statements should be included in our Form 10-K;
|
|
|
|
|
●
|
discussing with
management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation
of our financial statements;
|
|
●
|
discussing with
management major risk assessment and risk management policies;
|
|
●
|
monitoring the independence
of the independent auditor;
|
|
●
|
discussing with
management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation
of our financial statements;
|
|
●
|
discussing with
management major risk assessment and risk management policies;
|
|
●
|
monitoring the independence
of the independent auditor;
|
|
●
|
determining the
compensation and oversight of the work of the independent auditor (including resolution of disagreements between management
and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related
work;
|
|
●
|
establishing procedures
for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or
reports which raise material issues regarding our financial statements or accounting policies; and
|
|
●
|
approving reimbursement
of expenses incurred by our management team in identifying potential target businesses.
|
Nominating
Committee
We
have established a nominations committee of the board of directors, which consists of Messrs. William Walter Young, Qing S. Huang,
and Peng Gao. Mr. Peng Gao serves as the chairman of the Nominating Committee. The nominating committee is responsible for overseeing
the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified
by its members, management, shareholders, investment bankers and others.
Guidelines
for Selecting Director Nominees
The
guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to
be nominated:
|
●
|
should have demonstrated
notable or significant achievements in business, education or public service;
|
|
●
|
should possess the
requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a
range of skills, diverse perspectives and backgrounds to its deliberations; and
|
|
●
|
should have the
highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
|
The
Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and
integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating
committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that
arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse
mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.
Compensation
Committee
We
have established a compensation committee of the board of directors, which consists of William Walter Young, Qing S. Huang, and
Peng Gao. Mr. William Walter Young serves as chairman of the Compensation Committee.
The
compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited
to:
|
●
|
reviewing and approving
on an annual basis the corporate goals and objectives relevant to our executive officers’ compensation, evaluating our
executive officers’ performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our executive officers’ based on such evaluation;
|
|
●
|
reviewing and approving
the compensation of all of our other executive officers;
|
|
●
|
reviewing our executive
compensation policies and plans;
|
|
●
|
implementing and
administering any of our incentive compensation equity-based remuneration plans;
|
|
●
|
assisting management
in complying with our proxy statement and annual report disclosure requirements;
|
|
●
|
approving all special
perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and
employees;
|
|
●
|
if required, producing
a report on executive compensation to be included in our annual proxy statement; and
|
|
●
|
reviewing, evaluating
and recommending changes, if appropriate, to the remuneration for directors.
|
The
current charter of the Compensation Committee also provides that the compensation committee may, in its sole discretion, retain,
or obtain the advice of a compensation consultant, legal counsel, or other adviser and will be directly responsible for the appointment,
compensation, and oversight of the work of any such adviser. Before engaging or receiving advice from a compensation consultant,
external legal counsel, or any other adviser, however, the compensation committee will consider the independence of each such
adviser, including the factors required by Nasdaq and the SEC.
Code
of Ethics
We
have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies
the business and ethical principles that govern all aspects of our business.
Conflicts
of Interest
Potential
investors should be aware of the following potential conflicts of interest:
|
●
|
None of our officers
and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in
allocating their time among various business activities.
|
|
●
|
In the course of
their other business activities, our officers and directors may become aware of investment and business opportunities which
may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management
has pre-existing fiduciary duties and contractual obligations to such entities (as well as to us) and may have conflicts of
interest in determining to which entity a particular business opportunity should be presented.
|
|
●
|
Our officers and
directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities
similar to those intended to be conducted by our company.
|
|
●
|
The founder shares
owned by our officers and directors, like the founder shares owned by our other initial shareholders, will be released from
escrow only if a business combination is successfully completed and subject to certain other limitations. Additionally, our
officers and directors will not receive distributions from the Trust Account with respect to any of their founder shares whether
or not we complete a business combination. Furthermore, our initial shareholders have agreed that the private units will not
be sold or transferred by them until after we have completed our initial business combination. In addition, our officers and
directors may loan funds to us after the IPO and may be owed reimbursement for expenses incurred in connection with certain
activities on our behalf which may only be repaid from the Trust Account if we complete an initial business combination. For
the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation
in identifying and selecting a target business, completing a business combination in a timely manner and securing the release
of their shares.
|
Under
British Virgin Islands law, the directors owe fiduciary duties at both common law and under statute, including a statutory duty
to act honestly, in good faith and with a view to the company’s best interests. When exercising powers or performing duties
as a director, the director shall exercise the care, diligence and skill that a reasonable director would exercise in the circumstances
taking into account, without limitation the nature of the company; the nature of the decision; and the position of the director
and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors shall exercise
their powers for a proper purpose and shall not act or agree to the company acting in a manner that contravenes our Memorandum
and Articles of Association or the Companies Act.
In
certain circumstances, a shareholder has the right to seek various remedies against the company in the event the directors are
in breach of their duties under the Companies Act. Pursuant to Section 184B of the Companies Act, if a company or director of
a company engages in, or proposes to engage in or has engaged in, conduct that contravenes the provisions of the Companies Act
or the Memorandum or Articles of Association of the company, a British Virgin Islands court may, on application of a shareholder
or director of the company, make an order directing the company or director to comply with, or restraining the company or director
from engaging in conduct that contravenes the Companies Act or the Memorandum or Articles of Association. Furthermore, pursuant
to Section 184(I)(1) of the Companies Act, a shareholder of a company who considers that the affairs of the company have been,
are being or likely to be, conducted in a manner that is, or any acts of the company have been, or are likely to be oppressive,
unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to a British Virgin Islands court for an order
under Section 184(I)(1) of the Companies Act. If the court considers it just and equitable to do so, it can make an order which,
inter alia, can require the company or any other person to pay compensation to the shareholders.
As
a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting
business opportunities to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular
business opportunity. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. Furthermore,
each of our officers and directors has pre-existing fiduciary or contractual obligations to other businesses of which they are
officers or directors. To the extent they identify business opportunities which may be suitable for the entities to which they
owe pre-existing fiduciary or contractual obligations, our officers and directors will honor those fiduciary or contractual obligations
subject to his fiduciary duties under the laws of the British Virgin Islands. Accordingly, it is possible they may not present
opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing fiduciary or contractual
obligations and any successors to such entities have declined to accept such opportunities subject to his fiduciary duties under
the laws of the British Virgin Islands.
In
order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and
directors has contractually agreed, pursuant to a written agreement with us, until the earlier of a business combination or our
liquidation, to present to our company for our consideration, prior to presentation to any other entity, any suitable business
opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations
he might have and his fiduciary duties under the laws of the British Virgin Islands. Notwithstanding the foregoing, our amended
and restated Memorandum and Articles of Association provides that we renounce our interest in any corporate opportunity offered
to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director
or officer of our company subject to his fiduciary duties under the laws of the British Virgin Islands and such opportunity is
one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our officers and
directors have also agreed not to participate in the formation of, or become an officer or director of, any other special purpose
acquisition company with a class of securities registered under the Exchange Act until we have entered into a definitive agreement
regarding our initial business combination or we have failed to complete our initial business combination within the required
time period.
The
following table summarizes the other relevant pre-existing fiduciary or contractual obligations of our officers and directors:
Name
of Individual
|
|
Name
of Affiliated Entity
|
|
Position
at Affiliated Entity
|
Guan Wang
|
|
Sinobay
Hong
Ye Hong Kong Shareholding Co., Limited
|
|
Executive
Director
Sole
Shareholder and Sole Director
|
|
|
|
|
|
Keqing (Kevin) Liu
|
|
ACL Capital
|
|
Partner
|
|
|
|
|
|
William Walter Young
|
|
JBY enterprise Inc.
|
|
Chief Executive
Officer
|
|
|
|
|
|
Qing S. Huang
|
|
Boulder
Accounting Service
CTBC
Bank
East
West Bank
|
|
Principal
Vice
President Branch Manager
Assistant
Vice President Branch Manager
|
|
|
|
|
|
Peng Gao
|
|
Law Offices of Gao
Peng
|
|
Chief Attorney
|
To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is
affiliated with any of our initial shareholders, officers or directors unless we have obtained an opinion from an independent
investment banking firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority
of our disinterested independent directors that the business combination is fair to our unaffiliated shareholders from a financial
point of view. Furthermore, in no event will any of our initial shareholders, members of our management team or their respective
affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render
in order to effectuate, an initial business combination (regardless of the type of transaction that it is) other than the $1,000
monthly administrative services fee, the $290,000 payment to White and Williams LLP (an former affiliate of our director) for
its legal services to the Company in connection with the IPO and other payments to such firm for legal services (including with
respect to periodic filing) prior to the initial business combination and the repayment of $300,000 of non-interest bearing loans
and reimbursement of any out-of-pocket expenses.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and
persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities.
These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with
copies of all Section 16(a) forms filed by such reporting persons.
Based
solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that,
during 2020, our directors, executive officers, and ten percent stockholders complied with all Section 16(a) filing requirements.
ITEM
11. EXECUTIVE COMPENSATION
Employment
Agreements
We
have not entered into any employment agreements with our executive officers, and have not made any agreements to provide benefits
upon termination of employment.
Executive
Officers and Director Compensation
No
executive officer has received any cash compensation for services rendered to us. Commencing on August 1, 2018 and terminating
upon completion of our initial business combination or the distribution of the Trust Account to our public shareholders, we will
pay Hong Ye, an entity solely owned to Guan Wang, a fee of $1,000 per month for providing us with general and administrative services,
including office space and utilities services. However, this arrangement is solely for our benefit and is not intended to provide
our executive officers or directors compensation in lieu of a salary.
Other
than the $1,000 per month administrative fee, and the repayment of $1,080,000 of non-interest bearing loans made to us by our
sponsor that Guan Wang is the sole member of, no compensation or fees of any kind, including finder’s fee, consulting fees
and other similar fees, will be paid to our initial shareholders, members of our management team or their respective affiliates,
for services rendered prior to, or in order to effectuate the consummation of, our initial business combination (regardless of
the type of transaction that it is).
Directors,
officers and initial shareholders receive reimburse for any out-of-pocket expenses incurred by them in connection with activities
on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses
and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses
to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us.
After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other
fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the
proxy solicitation materials furnished to our shareholders. The amount of such compensation may not be known at the time of a
shareholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination
business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the
time of its determination in a Current Report on Form 8-K, as required by the SEC.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 18, 2021,
by:
|
●
|
each person known
by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
|
|
●
|
each of our officers
and directors; and
|
|
●
|
all of our officers
and directors as a group.
|
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all
ordinary shares beneficially owned by them before the Business Combination. The following table does not reflect record of beneficial
ownership of the warrants included in the units sold in our initial public offering or the warrants included in the private units
as these warrants are not exercisable within 60 days of the date hereof. The following table also does not reflect record of beneficial
ownership of the rights included in the units sold in our initial public offering or the rights included in the private units
as holders of these securities do not have the right to convert such securities to receive our ordinary shares at their discretion
(the rights are convertible only upon consummation of an initial business combination).
|
|
Number of
Shares
|
|
|
%
|
|
Name and Address of Beneficial Owners(1)
|
|
|
|
|
|
|
Hong Ye Hong Kong Shareholding Co., Limited(2)
|
|
|
1,658,319
|
|
|
|
35.93
|
%
|
Guan Wang(3)
|
|
|
1,658,319
|
|
|
|
35.93
|
%
|
Keqing (Kevin) Liu
|
|
|
958,959
|
|
|
|
22.41
|
%
|
Bin (Ben) Wang
|
|
|
494,480
|
|
|
|
10.71
|
%
|
John W. Allen(4)
|
|
|
30,000
|
|
|
|
0.65
|
%
|
Harry Edelson(5)
|
|
|
30,000
|
|
|
|
0.65
|
%
|
Howard Jiang(8)
|
|
|
30,000
|
|
|
|
0.65
|
%
|
William Walter Young(6)
|
|
|
0
|
|
|
|
-
|
%
|
Qing S. Huang(7)
|
|
|
0
|
|
|
|
-
|
%
|
Peng Gao
|
|
|
0
|
|
|
|
-
|
%
|
All directors and executive officers as a group (Six individuals)
|
|
|
3,201,758
|
|
|
|
69.37
|
%
|
(1)
|
Unless otherwise
indicated, the business address of each of the individuals is Room 1001, 10/F, Capital Center, 151 Gloucester Road, Wanchai,
Hong Kong.
|
(2)
|
Guan Wang, the sole
shareholder and director of Hong Ye Hong Kong Shareholding Co., Limited, has voting and dispositive power over the shares
held by Hong Ye Hong Kong Shareholding Co., Limited.
|
(3)
|
Represents shares
held by Hong Ye Hong Kong Shareholding Co., Limited. Guan Wang has voting and dispositive power over the shares held by such
entity.
|
(4)
|
Resigned from his
positions as an independent director and the chairman of the compensation committee of the Company on October 19, 2020.
|
(5)
|
Resigned from his
positions as an independent director and the chairman of audit committee of the Company on October 19, 2020.
|
(6)
|
Appointed as an
independent director and the chairman of audit committee of the Company on October 20, 2020.
|
(7)
|
Appointed as an
independent director and the chairman of audit committee of the Company on October 20, 2020.
|
(8)
|
Resigned from his
positions an as an independent director, the chairman of compensation committee and a member of nominating committee and audit
committee of the Company on March 11, 2020.
|
(9)
|
Mizuho Financial
Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities
directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary.
|
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
In
August 2018, in connection with our organization we issued 1,725,000 Class B ordinary shares to our initial shareholders, of which
an aggregate of 1,650,000 Class B ordinary shares were issued for an aggregate purchase price of $17,250 or $0.010454545 per share,
and an aggregate of 75,000 Class B ordinary shares were issued for services rendered. On September 10, 2018, we issued an additional
1,150,000 Class B ordinary shares to our initial shareholders, of which an aggregate of 1,135,000 Class B ordinary shares were
issued for an aggregate purchase price of $2,300 or approximately $0.00202643 per share, and an aggregate of 15,000 Class B ordinary
shares were issued for services rendered. On September 14, 2018, our initial shareholders converted all of their Class B ordinary
shares, constituting all of the outstanding Class B ordinary shares of the Company, into Class A ordinary shares and, immediately
thereafter, the Company amended and restated its Memorandum and Articles of Association to eliminate the Class B ordinary shares
and re-designate the Class A ordinary shares as “ordinary shares.” As a result, the Company currently has only one
class of ordinary shares. As a result, as of September 14, 2018, our initial shareholders held 2,875,000 founder shares (up to
375,000 of which were subject to forfeiture if the underwriters’ over-allotment option was not exercised in full). On November
20, 2018, the underwriters partially exercised the over-allotment option (as described in detail below), and therefore, an aggregate
of 3,002 founder shares held by our initial shareholders were forfeited.
The
founder shares are identical to the ordinary shares included in the units being sold in the IPO. However, the holders of founder
shares have agreed (A) to vote their founder shares (as well as any public shares acquired in or after the IPO) in favor of any
proposed business combination, (B) not to propose, or vote in favor of, an amendment to the Memorandum and Articles of Association,
prior to a business combination, to affect the substance or timing of the Company’s obligation to redeem all public shares
if it cannot complete an business combination within 12 months (or 15 or 18 months, as applicable) of the closing of this proposed
offering, unless the Company provides public shareholders an opportunity to redeem their public shares, (C) not to convert any
shares in connection with a shareholder vote to approve a proposed initial business combination or any amendment to our charter
documents prior to consummation of an initial business combination or sell any shares to us in a tender offer in connection with
a proposed initial business combination and (D) that the founder shares shall not participate in any liquidating distribution
from the Trust Account upon winding up if a business combination is not consummated. Additionally, all of the founder shares outstanding
prior to the IPO will be placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (1) with
respect to 50% of the founder shares, the earlier of six months after the date of the consummation of our initial business combination
and the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits,
share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing
after our initial business combination and (2) with respect to the remaining 50% of the founder shares, six months after the date
of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination,
we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having
the right to exchange their shares for cash, securities or other property. The limited exceptions include transfers, assignments
or sales (i) to our initial shareholders, officers, directors, consultants or their affiliates, (ii) to an initial shareholder’s
members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent
and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in
connection with the consummation of our initial business combination, or (vii) in connection with the consummation of our initial
business combination, by private sales at prices no greater than the price at which the shares were originally purchased, in each
case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to
be bound by these transfer restrictions.
Simultaneously with the closing of the
IPO, Hong Ye purchased, pursuant to written subscription agreements with us, 300,000 private units (for a total purchase price
of $3,000,000) from us. In addition, simultaneously with the sale of the over-allotment units, Hong Ye purchased from us at a price
of $10.00 per private unit an additional 29,760 private units (for a total purchase price of $297,600).
The
private units are identical to the units sold in the IPO except that the private warrants will be non-redeemable and may be exercised
on a cashless basis, in each case so long as they continue to be held by our sponsor or its permitted transferees. Additionally,
because the private units will be issued in a private transaction, our sponsor and its permitted transferees will be allowed to
exercise the private warrants for cash even if a registration statement covering the ordinary shares issuable upon exercise of
such warrants is not effective and receive unregistered ordinary shares. The purchasers of the private units have agreed (a) to
vote their private shares (representing the ordinary shares underlying the private units) and any public shares in favor of a
business combination, (b) not to propose, or vote in favor of, an amendment to the Memorandum and Articles of Association, prior
to a business combination, to affect the substance or timing of the Company’s obligation to redeem all public shares if
it cannot complete an business combination within 12 months (or 15 or 18 months, as applicable) of the closing of this proposed
offering, unless the Company provides public shareholders an opportunity to redeem their public shares, (c) not to redeem any
private shares into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a business
combination or sell their shares to the Company in a tender offer in connection with a business combination, and (d) that the
private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated.
The purchasers of the private units also agreed not to transfer, assign or sell any of the private units or underlying securities
(except to the same permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions
as the permitted transferees of the founder shares must agree to, each as described above) until the completion of our initial
business combination.
If
the private warrants are held by holders other than the initial purchasers or any of their permitted transferees, the private
warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being
sold in the IPO. In the event of a liquidation prior to our initial business combination, all of our warrants and rights, including
the private warrants and rights will be worthless.
As of the date thereof, our initial shareholders
own an aggregate of 3,201,758 ordinary shares of the Company.
In
order to meet our working capital needs following the consummation of the initial public offering, our initial shareholders, officers
and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever
amount they deem reasonable in their sole discretion. Each working capital loan would be evidenced by a promissory note. The working
capital notes would either be paid upon consummation of our initial business combination, without interest, or, at holder’s
discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. These units would be identical
to the private units. In the event that the initial business combination does not close, we may use a portion of the working capital
held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.
The
holders of our founder shares issued and outstanding prior to the initial public offering, as well as the holders of the private
units and the units our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital
loans made to us (and all underlying securities), will be entitled to certain registration rights. The holders of a majority of
these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the founder
shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these founder
shares are to be released from escrow. The holders of a majority of the private units and units issued in payment of working capital
loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a
business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with
the filing of any such registration statements.
On
July 6, 2018, we issued an unsecured promissory note to Guan Wang, a member of our board of directors, pursuant to which we borrowed
aggregate principal amount of $300,000. The note is non-interest bearing and payable on the consummation of our initial business
combination.
Hong
Ye, an entity solely owned by Guan Wang, has agreed that, commencing on August 1, 2018 and terminating upon completion of our
initial business combination or the distribution of the Trust Account to our public shareholders, it will make available to us
certain general and administrative services, including office space and utilities services, as we may require from time to time.
We have agreed to pay Hong Ye $1,000 per month for these services. We believe, based on rents and fees for similar services, that
the fee charged by Hong Ye is at least as favorable as we could have obtained from an unaffiliated person.
Other
than the $1,000 per month administrative fee, the $290,000 payment to White and Williams LLP (an affiliate of our director) for
its legal services to the Company in connection with the IPO and other payments to such firm for legal services (including with
respect to periodic filings) prior to the initial business combination and the repayment of $300,000 of non-interest bearing loans
described above, no compensation or fees of any kind, including finder’s fee, consulting fees and other similar fees, will
be paid to our initial shareholders, members of our management team or their respective affiliates, for services rendered prior
to, or in order to effectuate the consummation of, our initial business combination (regardless of the type of transaction that
it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with
activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target
businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective
target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us.
On January 23, 2020, we deposited $1,148,800 into the Trust Account
to extend the time available for us to complete a business combination from January 24, 2020 to April 27, 2020. The extension deposit
was partially funded from a $780,000 loan provided by the Sponsor and partially from a $368,800 from Alberton’s working capital.
In connection with the loan provided by the Sponsor, Alberton issued a promissory note to the Sponsor in the aggregate principal amount
of $780,000. The promissory notes issued on July 6, 2018 and January 24, 2020 to the Sponsor, collectively as the “Sponsor Notes”.
The Sponsor Notes are non-interest bearing and is payable on the date on which Alberton consummates its initial business combination.
The sponsor, however, has the right to convert the Sponsor Notes, in whole or in part, into Alberton’s private units, as described
in the public offering prospectus we filed with the Securities and Exchange Commission on October 24, 2018, file No. 333-227652.
During the year ended December
31, 2020, Alberton received an aggregate of $273,640 in advances from Alberton’s Chief Executive Officer for working capital
purposes, of which $140,000 was used to partially fund the Extension. The advances are non-interest bearing and due on demand. At
December 31, 2020, advances of $273,640 were outstanding.
In December 2020, SolarMax made non-interest
bearing loans to Hong Ye in the aggregate principal amount of $128,466, to enable Hong Ye to provide the Company with funds to pay for
Alberton’s operating costs. Upon the completion of the Business Combination, these notes are to be satisfied by the delivery of
the Sponsor shares having a value equal to the principal amount of the notes. Otherwise, the due date will be upon the earlier of the
date on which the Merger Agreement is terminated or the date an Event of Default shall occur. At December 31, 2020, advances of $128,466 were
outstanding.
In February 2021, SolarMax made non-interest bearing
loans to Hong Ye in the aggregate principal amount of $155,232, to enable the Sponsor to provide the Company with funds to pay for the
Company’s operating costs. Upon the completion of the Business Combination, these notes are to be satisfied by the delivery of the
Sponsor shares having a value equal to the principal amount of the notes. Otherwise, the due date will be upon the earlier of the date
on which the Merger Agreement is terminated or the date an Event of Default shall occur.
In March 2021, SolarMax made non-interest bearing
loans to Hong Ye in the aggregate principal amount of $76,826, to enable the Sponsor to provide the Company with funds to pay for the
Company’s operating costs. Upon the completion of the Business Combination, these notes are to be satisfied by the delivery of the
Sponsor shares having a value equal to the principal amount of the notes. Otherwise, the due date will be upon the earlier of the date
on which the Merger Agreement is terminated or the date an Event of Default shall occur.
RELATED
PARTY POLICY
Our
Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential
conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions
are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar
year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election
as a director, (b) greater than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred
to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director
or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions
or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may
also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.
Our
audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to
the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to
approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than
terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related
party’s interest in the transaction. All ongoing and future transactions between us and any of our officers and directors
or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated
third parties. Such transactions will require prior approval by a majority of our uninterested “independent” directors
or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to
our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent”
directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with
respect to such a transaction from unaffiliated third parties. No director may participate in the approval of any transaction
in which he or she is a related party, but that director is required to provide the audit committee with all material information
concerning the transaction. We also require each of our directors and executive officers to complete a directors’ and officers’
questionnaire that elicits information about related party transactions.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents
a conflict of interest on the part of a director, employee or officer.
To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is
affiliated with any of our initial shareholders, officers or directors unless we have obtained an opinion from an independent
investment banking firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority
of our disinterested independent directors that the business combination is fair to our unaffiliated shareholders from a financial
point of view.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Public
Accounting Fees
The
following chart sets forth public accounting fees in connection with services rendered by Friedman LLP for the years ended December
31, 2020 and 2019.
|
|
2020
|
|
|
2019
|
|
Audit
Fees
|
|
$
|
52,500
|
|
|
|
52,500
|
|
Audit-Related
Fees
|
|
|
–
|
|
|
|
–
|
|
Tax
Fees
|
|
|
–
|
|
|
|
–
|
|
All
Other Fees
|
|
|
–
|
|
|
|
–
|
|
Audit
fees were for professional services rendered by Friedman LLP for the audit of our annual financial statements and the review of
the financial statements included in our quarterly reports on Forms 10-Q, and services that are normally provided by Friedman
LLP in connection with statutory and regulatory filings or engagements for that fiscal year, including in connection with our
IPO and initial business combination.
Pre-Approval
of Services
We
have established an audit committee of the board of directors, which consists of William Walter Young, Qing S. Huang, and Peng
Gao. Mr. Qing S. Huang serves as chairman of the Audit Committee. As a result, the audit committee did not pre-approve all of
the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board
of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof
(subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee
prior to the completion of the audit).
part
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Financial
Statements:
|
|
(1)
|
The financial statements
required to be included in this Amendment are included in Item 8 therein.
|
|
|
|
|
(2)
|
All supplemental schedules
have been omitted since the information is either included in the financial statements or the notes thereto or they are not required
or are not applicable.
|
|
|
|
|
(3)
|
See attached Exhibit
Index of this Amendment
|
Exhibit
No.
|
|
Description
|
1.1
|
|
Underwriting
Agreement, dated October 23, 2018, by and between the Registrant and Chardan Capital Markets LLC (incorporated by reference
to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 29, 2018)
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated October 27, 2020 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 28, 2020)
|
|
|
|
2.2
|
|
Amendment to Agreement and Plan of Merger, dated November 10, 2020 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2020)
|
|
|
|
2.3
|
|
Second Amendment to Agreement and Plan of Merger, dated March 19, 2021 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on March 23, 2021)
|
|
|
|
3.1
|
|
Amended
and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to Amendment No.3 to the Registration
Statement on Form S-1/A filed with the Securities & Exchange Commission on October 23, 2018)
|
|
|
|
3.2
|
|
Amendment to Regulation 47 of Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 24, 2020)
|
|
|
|
3.3
|
|
Amendment to Regulation 47 of Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 26, 2020)
|
|
|
|
4.1
|
|
Specimen
Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No.3 to the Registration Statement on Form S-1/A filed
with the Securities & Exchange Commission on October 23, 2018)
|
|
|
|
4.2
|
|
Specimen
Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to Amendment No.1 to the Registration Statement on Form
S-1/A filed with the Securities & Exchange Commission on October 9, 2018)
|
|
|
|
4.3
|
|
Specimen
Right Certificate (incorporated by reference to Exhibit 4.3 to Amendment No.1 to the Registration Statement on Form S-1/A
filed with the Securities & Exchange Commission on October 9, 2018)
|
4.4
|
|
Specimen
Warrant Certificate (incorporated by reference to Exhibit 4.4 to Amendment No.3 to the Registration Statement on Form S-1/A
filed with the Securities & Exchange Commission on October 23, 2018)
|
|
|
|
4.5
|
|
Warrant
Agreement, dated October 23, 2018, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated
by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October
29, 2018)
|
|
|
|
4.6
|
|
Rights
Agreement, dated October 23, 2018, by and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated
by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October
29, 2018)
|
|
|
|
4.7
|
|
Unit
Purchase Option, dated October 26, 2018, between the Registrant and Chardan Capital Markets LLC (incorporated by reference
to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 29, 2018)
|
|
|
|
10.1
|
|
Letter
Agreements, dated October 23, 2018, by and between the Registrant and each of the initial shareholders, officers and directors
of the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities &
Exchange Commission on October 29, 2018)
|
|
|
|
10.2
|
|
Investment
Management Trust Account Agreement, dated October 23, 2018, by and between Continental Stock Transfer & Trust Company,
LLC and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities
& Exchange Commission on October 29, 2018)
|
|
|
|
10.3
|
|
Stock
Escrow Agreement, dated October 23, 2018, among the Registrant, Continental Stock Transfer & Trust Company, LLC, and the
initial shareholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities
& Exchange Commission on October 29, 2018)
|
|
|
|
10.4
|
|
Registration
Rights Agreement, dated October 23, 2018, among the Registrant, Continental Stock Transfer & Trust Company, LLC and the
initial shareholders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities
& Exchange Commission on October 29, 2018)
|
|
|
|
10.5
|
|
Amended
and Restated Subscription Agreement, dated October 23, 2018, by and between the Registrant and Hong Ye Hong Kong Shareholding
Co., Limited (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities &
Exchange Commission on October 29, 2018)
|
|
|
|
10.6
|
|
Separation and Settlement Agreement, dated March 30, 2020, by and among the Registrant, Hong Ye Hong Kong Shareholding Co., Limited, and Ben (Bin) Wang (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 2, 2020)
|
|
|
|
10.7
|
|
Form of Voting Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 28, 2020)
|
|
|
|
10.8
|
|
Form of Sponsor Voting Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 28, 2020)
|
|
|
|
10.9
|
|
Form of Lock-up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 28, 2020)
|
10.10
|
|
Amendment 1 to Investment Management Trust Agreement, dated May 5, 2020 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities & Exchange Commission on November 9, 2020)
|
|
|
|
10.11
|
|
Amendment 2 to Investment Management Trust Agreement, dated October 26, 2020 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Securities & Exchange Commission on November 9, 2020)
|
|
|
|
14
|
|
Form of Code of Ethics (incorporated by reference to Exhibit 14 to Amendment No.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on October 9, 2018)
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
99.1
|
|
Audit
Committee Charter (incorporated by reference to Exhibit 99.1 to the registrant’s current report on Form 8-K filed on
October 17, 2019)
|
|
|
|
99.2
|
|
Compensation
Committee Charter (incorporated by reference to Exhibit 99.2 to the registrant’s current report on Form 8-K filed on
October 17, 2019)
|
|
|
|
99.3
|
|
Nominating
and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to the registrant’s current report
on Form 8-K filed on October 17, 2019)
|
|
|
|
99.4
|
|
Promissory
Note, dated September 18, 2019, made by Alberton Acquisition Corporation in favor of Global Nature Investment Holdings Limited
(incorporated by reference to Exhibit 99.1 to the registrant’s current report on Form 8-K filed on September 24,
2019)
|
|
|
|
99.5
|
|
Promissory
Note, dated December 3, 2019, made by Alberton Acquisition Corporation in favor of Global Nature Investment Holdings Limited
(incorporated by reference to Exhibit 99.1 to the registrant’s current report on Form 8-K filed on December 4, 2019)
|
|
|
|
99.6
|
|
Promissory
Note, dated January 23, 2020, made by Alberton Acquisition Corporation in favor of Hong Ye Hong Kong Shareholding Co., Limited
(incorporated by reference to Exhibit 99.1 to the registrant’s current report on Form 8-K filed on January 24, 2020)
|
|
|
|
99.7
|
|
Promissory Note, dated April 17, 2020, made by Alberton Acquisition Corporation in favor of Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd. (incorporated by reference to Exhibit 99.1 to the registrant’s current report on Form 8-K filed on April 20, 2020)
|
101.INS
|
|
XBRL
Instance Document
|
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema Document
|
|
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
ITEM 16.
FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
|
ALBERTON
ACQUISITION CORPORATION
|
|
|
|
Dated:
December 6, 2021
|
By:
|
/s/
Guan Wang
|
|
Name:
|
Guan
Wang
|
|
Title:
|
Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Name
|
|
Position
|
|
Date
|
|
|
|
|
|
/s/
Guan Wang
|
|
Chairwoman of the
Board, Chief Executive Officer, and Treasurer
|
|
December
6, 2021
|
Guan Wang
|
|
(Principal Executive
Officer)
|
|
|
|
|
|
|
|
/s/
Keqing (Kevin) Liu
|
|
Chief Financial Officer,
Director and Secretary of the Board
|
|
December
6, 2021
|
Keqing (Kevin) Liu
|
|
(Principal Financial
and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Peng Gao
|
|
Director
|
|
December
6, 2021
|
Peng Gao
|
|
|
|
|
|
|
|
|
|
/s/
William Walter Young
|
|
Director
|
|
December 6, 2021
|
William Walter Young
|
|
|
|
|
|
|
|
|
|
/s/
Qing S. Huang
|
|
Director
|
|
December 6, 2021
|
Qing S. Huang
|
|
|
|
|
ALBERTON ACQUISITION CORPORATION
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Alberton Acquisition Corporation
Opinion on the Financial Statements
We have audited the accompanying balance
sheets of Alberton Acquisition Corporation (the “Company”) as of December 31, 2020 and 2019, and the related statements
of operations, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December
31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and
the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity
with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans in regards to this matter are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Restatement of Previously Issued Financial
Statements
As discussed in Note 2, the accompanying financial
statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 have been restated. Our opinion is not
modified with respect to this matter.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statement. We believe that our audits provide a
reasonable basis for our opinion.
/s/ Friedman LLP
We have served as the Company’s
auditor since 2018.
New York, New York
April 5, 2021, except for the effects of the
restatement discussed in Note 2 - Amendment 1, as to which the date is June 22, 2021 and Note 2 - Amendment 2 and Note 13, as to which
the date is December 6, 2021
ALBERTON ACQUISITION CORPORATION
BALANCE SHEETS
(As Restated)
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(As
Restated)
|
|
|
(As
Restated)
|
|
Assets
|
|
|
|
|
|
|
Cash
|
|
$
|
1,545
|
|
|
$
|
477,154
|
|
Prepaid assets
|
|
|
-
|
|
|
|
8,333
|
|
Total Current Assets
|
|
|
1,545
|
|
|
|
485,487
|
|
|
|
|
|
|
|
|
|
|
Cash and investments held in Trust
Account
|
|
|
15,364,991
|
|
|
|
119,045,327
|
|
Total Assets
|
|
$
|
15,366,536
|
|
|
$
|
119,530,814
|
|
|
|
|
|
|
|
|
|
|
Liabilities, Temporary Equity, and Shareholders’
Deficit
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
181,293
|
|
|
$
|
13,699
|
|
Due to related parties
|
|
|
402,106
|
|
|
|
-
|
|
Promissory notes
|
|
|
2,010,148
|
|
|
|
1,648,800
|
|
Promissory notes - related party
|
|
|
1,080,000
|
|
|
|
300,000
|
|
Total Current Liabilities
|
|
|
3,673,547
|
|
|
|
1,962,499
|
|
|
|
|
|
|
|
|
|
|
Warrants liabilities
|
|
|
522,579
|
|
|
|
533,319
|
|
Deferred underwriting compensation
|
|
|
4,020,797
|
|
|
|
4,020,797
|
|
Total Liabilities
|
|
|
8,216,923
|
|
|
|
6,516,615
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption, 1,413,480 and 11,487,992 shares at December 31, 2020 and 2019 (at conversion value of $10.87 and $10.36 per share), respectively
|
|
|
15,364,991
|
|
|
|
119,045,327
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Deficit:
|
|
|
|
|
|
|
|
|
Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Ordinary shares, no par value; 300,000,000 shares authorized; 3,201,758 and 3,201,758 shares (excluding 1,413,480 and 11,487,992 shares subject to possible redemption) at December 31, 2020 and 2019, respectively
|
|
|
-
|
|
|
|
-
|
|
Accumulated deficit
|
|
|
(8,215,378
|
)
|
|
|
(6,031,128
|
)
|
Total Shareholders’
Deficit
|
|
|
(8,215,378
|
)
|
|
|
(6,031,128
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities,
Temporary Equity, and Shareholders’ Deficit
|
|
$
|
15,366,536
|
|
|
$
|
119,530,814
|
|
The accompanying notes are an integral part
of these financial statements.
ALBERTON ACQUISITION CORPORATION
STATEMENTS OF OPERATIONS
(As Restated)
|
|
Year Ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(As
Restated)
|
|
|
(As
Restated)
|
|
Operating costs
|
|
$
|
545,678
|
|
|
$
|
484,108
|
|
Loss from operations
|
|
|
(545,678
|
)
|
|
|
(484,108
|
)
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
Interest income - bank
|
|
|
836
|
|
|
|
2,193
|
|
Interest income
|
|
|
559,404
|
|
|
|
2,572,276
|
|
Change in fair value of warrant liabilities
|
|
|
10,740
|
|
|
|
77,859
|
|
Total other income
|
|
|
570,980
|
|
|
|
2,652,328
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
25,302
|
|
|
$
|
2,168,220
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average redeemable
ordinary shares outstanding
|
|
|
4,551,951
|
|
|
|
11,487,992
|
|
Basic and diluted net
loss per redeemable ordinary share
|
|
$
|
(0.28
|
)
|
|
$
|
(0.11
|
)
|
Basic and diluted weighted average non-redeemable
ordinary shares outstanding
|
|
|
3,201,758
|
|
|
|
3,201,758
|
|
Basic and diluted net
loss per non-redeemable ordinary share
|
|
$
|
(0.28
|
)
|
|
$
|
(0.11
|
)
|
The accompanying notes are an integral part
of these financial statements.
ALBERTON
ACQUISITION CORPORATION
STATEMENTS OF CHANGES
IN SHAREHOLDERS’ DEFICIT
(As Restated)
|
|
Ordinary Shares
|
|
|
Accumulated
|
|
|
Shareholders’
|
|
|
|
Shares
|
|
|
Capital
|
|
|
Deficit
|
|
|
Deficit
|
|
Balance - December 31, 2018
|
|
|
3,201,758
|
|
|
$
|
-
|
|
|
$
|
(4,478,272
|
)
|
|
$
|
(4,478,272
|
)
|
Accretion of carrying value to redemption value
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,721,076
|
)
|
|
|
(3,721,076
|
)
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
2,168,220
|
|
|
|
2,168,220
|
|
Balance - December 31, 2019
|
|
|
3,201,758
|
|
|
|
-
|
|
|
|
(6,031,128
|
)
|
|
|
(6,031,128
|
)
|
Accretion of carrying value to redemption value
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,209,552
|
)
|
|
|
(2,209,552
|
)
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
25,302
|
|
|
|
25,302
|
|
Balance - December 31, 2020
|
|
|
3,201,758
|
|
|
$
|
-
|
|
|
$
|
(8,215,378
|
)
|
|
$
|
(8,215,378
|
)
|
The accompanying notes are an integral part
of these financial statements.
ALBERTON ACQUISITION CORPORATION
STATEMENTS OF CASH FLOWS
(As Restated)
|
|
Year Ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(As
Restated)
|
|
|
(As
Restated)
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
Net income
|
|
$
|
25,302
|
|
|
$
|
2,168,220
|
|
Adjustments to reconcile net income to net cash used in
operating activities:
|
|
|
|
|
|
|
|
|
Interest earned on investment held in Trust Account
|
|
|
(559,404
|
)
|
|
|
(2,572,276
|
)
|
Change in fair value of warrant liabilities
|
|
|
(10,740
|
)
|
|
|
(77,859
|
)
|
Changes in current assets and current liabilities:
|
|
|
|
|
|
|
|
|
Prepaid assets
|
|
|
8,333
|
|
|
|
5,429
|
|
Accounts payable and accrued expense
|
|
|
167,594
|
|
|
|
3,610
|
|
Due to related parties
|
|
|
402,106
|
|
|
|
(2,379
|
)
|
Net Cash Used in
Operating Activities
|
|
|
33,191
|
|
|
|
(475,255
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Purchase of investment held in Trust Account
|
|
|
(1,650,148
|
)
|
|
|
(1,148,800
|
)
|
Cash withdrawn from Trust Account
to pay redeeming shareholders
|
|
|
105,889,888
|
|
|
|
-
|
|
Net Cash Provided
by Investing Activities
|
|
|
104,239,740
|
|
|
|
(1,148,800
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Proceeds from underwriter’s unit purchase option
|
|
|
-
|
|
|
|
1,648,800
|
|
Proceeds from promissory notes
|
|
|
361,348
|
|
|
|
|
|
Proceeds from promissory note – related party
|
|
|
780,000
|
|
|
|
-
|
|
Redemption of ordinary shares
|
|
|
(105,889,888
|
)
|
|
|
-
|
|
Net Cash Provided
by Financing Activities
|
|
|
(104,748,540
|
)
|
|
|
1,648,800
|
|
|
|
|
|
|
|
|
|
|
Net (Decrease) Increase in Cash
|
|
|
(475,609
|
)
|
|
|
24,745
|
|
Cash – Beginning
of the year
|
|
|
477,154
|
|
|
|
452,409
|
|
Cash – Ending of year
|
|
$
|
1,545
|
|
|
$
|
477,154
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-cash Financing
Activities:
|
|
|
|
|
|
|
|
|
Accretion of carrying value to redemption value
|
|
$
|
2,209,552
|
|
|
$
|
3,721,076
|
|
The accompanying notes are an integral part
of these financial statements.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Note 1 —
Organization and Business Operations
Organization
and General
Alberton
Acquisition Corporation (the “Company”) is a blank check company incorporated on February 16, 2018, under the laws
of British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”).
The Company’s efforts to identify a prospective target business are not limited to an industry or geographic location.
As of December 31, 2020, the Company had
not yet commenced any operations and has until April 26, 2021 to consummate a Business Combination. On March 26, 2021, the Company
filed a definitive proxy statement in Form 14A for the purposes of seeking its shareholder approval to extend the date before which
the Company must complete an initial Business Combination until October 26, 2021 or such earlier date as determined and related
matters at a special meeting in lieu of the 2020 Annual Meeting in order to be compliance with Annual Meeting Requirement. As of
the date of these financial statements no extension has been approved.
The Company has one subsidiary, Alberton Merger Subsidiary Inc., a
wholly owned subsidiary of the Company incorporated in Nevada on October 16, 2020 (“Merger Sub”). The Merger Sub was established
for the purpose of the potential Business Combination with SolarMax Technology, Inc., a Nevada corporation (“SolarMax”). Alberton
will re-domesticate from a British Virgin Islands corporation into a Nevada corporation so as to continue as a Nevada corporation immediately
prior to the closing of the Business Combination with SolarMax, if consummated by April 26, 2021 or October 26, 2021 if the Business Combination
deadline is extended.
Going Concern
In connection with the Company’s assessment of going concern
considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that
the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going
concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after
April 26, 2021.
Financing
The
registration statement for the Company’s initial public offering (the “Initial Public Offering” as described in Note
4) was declared effective by the United States Securities and Exchange Commission (“SEC”) on October 23, 2018. On October
26, 2018, the Company consummated the Initial Public Offering of 10,000,000 units at $10.00 per unit (“Units”
or “Public Units” and, with respect to the ordinary shares included in the Public Units offered, the “Public Shares”),
generating gross proceeds of $100,000,000, which is described in Note 4.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 300,000 units (the “Private Units”)
at a price of $10.00 per Unit in a private placement to the Company’s sponsor, Hong Ye Hong Kong Shareholding Co., Limited
(the “Sponsor”), generating gross proceeds of $3,000,000, which is described in Note 5.
On
November 20, 2018, the underwriters exercised the over-allotment option in part and purchased 1,487,992 Public Units,
which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $14,879,920. Simultaneously with the
sale of the over-allotment Public Units, the Company consummated the private placement of an additional 29,760 Private
Units at a price of $10.00 per Unit, generating total additional gross proceeds of $297,600.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Trust
Account
Following
the closing of the Initial Public Offering on October 26, 2018, an amount of $100,000,000 ($10.00 per Unit) from the
net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Units was placed in a trust account
(“Trust Account”). Following the closing of underwriters’ exercise of over-allotment option on November 20,
2018, an additional $14,879,920 of net proceeds ($10.00 per Unit) was placed in the Trust Account, bringing the aggregate
proceeds held in the Trust Account to $114,879,920.
On
April 23, 2020, the Company filed an amendment to its Articles of Association with the Registrar of the British Virgin Islands
to extend the time that it needs to complete an initial Business Combination from April 27, 2020 to October 26, 2020 or such an
earlier date as determined by its board of directors (the “Extension”). In connection with the Extension, shareholders
holding 10,073,512 public shares exercised their right to redeem such 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 shareholders.
On
October 26, 2020, the Company filed an amendment to its Articles of Association with the Registrar of the British Virgin Islands
to extend the time that it needs to complete an initial Business Combination from October 26, 2020 to April 26, 2021 or such an
earlier date as determined by its board of directors (the “Second Extension”). In connection with the Second Extension,
shareholders holding 1,000 public shares exercised their right to redeem such shares for a pro rata portion of the Trust
Account. As a result, an aggregate of $10,770 (or $10.77013 per share) was removed from the Trust Account to pay such
shareholders.
The
funds in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or
in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the Company’s
failure to consummate a Business Combination by April 27, 2020 (the “Combination Period”). Placing funds in the Trust
Account may not protect those funds from third party claims against the Company. Although the Company will seek all vendors, service
providers, prospective target businesses or other entities it engages, to execute agreements with the Company waiving any claim
of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements.
The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence
on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust
Account balance may be released to the Company to pay the Company’s tax obligations.
Business
Combination
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and the Private Units, although substantially all the net proceeds are intended to be generally applied toward consummating
a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have
a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriter’s fees
and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time
of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination
if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction
company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.
The
Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii)
by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or
conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their
shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If
a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons,
the Company will, pursuant to Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender
offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing
a Business Combination. If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder
approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant
to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business
Combination, the Initial Shareholders (defined in Note 6 - Related Party Transactions) have agreed to vote their initial shares and private
shares, as well as any Public Shares acquired in or after the Initial Public Offering, in favor of any proposed Business Combination.
Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed
transaction.
The
amount in the Trust Account (less the aggregate nominal par value of the shares of the Company’s public shareholders) under
the Companies Law will be treated as share premium which is distributable under the Companies Law provided that immediately following
the date on which the proposed distribution is proposed to be made, the Company is able to pay the debts as they fall due in the
ordinary course of business. If the Company is forced to liquidate the Trust Account, the public shareholders would be distributed
the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued
interest).
The
Initial Shareholders have agreed to (i) vote their insider shares (as well as any Public Shares acquired in or after the Initial
Public Offering) in favor of any proposed Business Combination, (ii) waive their conversion rights with respect to their initial
share (as well as any other shares acquired in or after the Initial Public Offering) in connection with the consummation of a
Business Combination, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their initial
shares if the Company fails to consummate a Business Combination within the Combination Period, and (iv) not propose an amendment
to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of
the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination,
unless the Company provides the public shareholders with the opportunity to redeem their shares in conjunction with any such amendment.
Agreement
and Plan of Merger with SolarMax
On
October 27, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub
and SolarMax Technology, Inc., a Nevada corporation (“SolarMax”). SolarMax is an integrated solar energy company.
It was founded in 2008 to conduct business in the U.S. and subsequently commenced operation in China following two acquisitions
in 2015. Through its subsidiaries, it is primarily engaged selling and installing integrated photovoltaic systems for residential
and commercial customers in the United States which is its original business, identifying and procuring solar farm system projects
for resale to third party developers and related services in China; providing engineering, procuring and construction services,
which are referred to in the industry as EPC services, for solar farms in China, financing the sale of its photovoltaic systems
and servicing installment sales by its customers in the United States and providing exterior and interior light-emitting diodes,
known as LED, lighting sales and retrofitting services for governmental and commercial applications.
Pursuant to the Merger Agreement, among
other things, Merger Sub will merge with and into SolarMax, with SolarMax continuing as the surviving entity and a wholly-owned
subsidiary of the Company (the “Merger”). The Merger will become effective at such time on the date of Closing, pursuant
to the Merger Agreement, as the articles of merger is duly filed with the Secretary of State of the State of Nevada or such later
time as may be specified in the articles of merger (the “Effective Time”). The transactions contemplated in the Merger
Agreement are referred to as “Business Combination”. The closing of the Merger Agreement shall be upon the consummation
of the Business Combination (the “Closing”). At the Closing, the Company will change its name to “SolarMax Technology
Holdings, Inc.” (the “Successor”). The Closing is contingent upon shareholder approval and other customary Closing
conditions.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
The Company’s amended and restated memorandum
and articles of association provided that the Company will have until April 26, 2021 (with two three-month extensions) to complete its
initial Business Combination. If the Company is unable to complete its initial business combination by April 26, 2021 or such longer period
that its shareholders may approve, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account not previously released to
the Company for its tax obligations, divided by the number of then outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii)
as promptly as reasonably possible following such redemption, seek to dissolve and liquidate subject to its obligations under British
Virgin Islands law to provide for claims of creditors in all cases subject to and the other requirements of applicable law. This redemption
of public shares from the Trust Account shall be effected as required by function of its amended and restated memorandum and articles
of association and prior to any voluntary winding up, although at all times subject to the Companies Act.
Following the redemption of public shares, the Company intends to enter
“voluntary liquidation” which is the statutory process for formally closing and dissolving a company under the laws of the
British Virgin Islands. Given that the Company intends to enter voluntary liquidation following the redemption of public shareholders
from the Trust Account, the Company does not expect that the voluntary liquidation process will cause any delay to the payment of redemption
proceeds from its Trust Account. In connection with such a voluntary liquidation, the liquidator would give notice to creditors inviting
them to submit their claims for payment, by notifying known creditors (if any) who have not submitted claims and by placing a public advertisement
in at least one newspaper published in the British Virgin Islands and in at least one newspaper circulating in the location where the
Company has its principal place of business, and taking any other steps the liquidator considers appropriate to identify its creditors,
after which its remaining assets would be distributed. As soon as its affairs are fully wound-up, the liquidator must complete his statement
of account and make a notice filing with the registrar. The Company would be dissolved once the registrar issues a Certificate of Dissolution.
Liquidation
The
Company initially had until October 26, 2019 to consummate a Business Combination, however, if the Company anticipated that it
would not be able to consummate a Business Combination by such deadline, it could extend the period to consummate a Business Combination
by an additional six months (for a total of up to 18 months to complete a Business Combination). Pursuant to the terms of
the Company’s Amended and Restated Memorandum and Articles of Association and the trust agreement entered into between the
Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate
the Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to
each applicable deadline, must deposit into the Trust Account $1,148,799 on or prior to the date of such applicable deadline.
On
October 18, 2019, the Company deposited $1,148,799 into its Trust Account (the “Extension Funds”) to extend the period
to consummate a Business Combination until January 24, 2020. The Extension Funds were proceeds of a note in the principal amount of $1,148,800 (the
“GN Note 1”) the Company issued to Global Nature Investment Holdings Limited (“Global Nature”), a company incorporated
under the laws of the Cayman Islands, its registered assignees or successor in interest (the “Payee”). The GN Note 1 was
issued in connection with a non-binding letter of intent entered into by and between Alberton and Global Nature on September 13, 2019,
to consummate a potential Business Combination with Global Nature (the “GN LOI”) (see Note 7).
On
January 23, 2020, the Company deposited an additional $1,148,800 into the Trust Account to further extend the time available for
the Company to complete a Business Combination from January 24, 2020 to April 27, 2020 (the “Extension”). The Extension was
partially funded from a $780,000 loan provided by the Sponsor and $368,800 from the Company’s working capital. In connection
with the loan provided by the Sponsor, the Company issued a promissory note (the “Sponsor Note”) to the Sponsor in the aggregate
principal amount of $780,000 (see Note 6).
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
On
April 23, 2020, the Company held a special meeting pursuant to which the Company’s shareholders approved extending the Extension
from April 27, 2020 to October 26, 2020 (the “Extended Date”). In connection with the approval of the extension,
shareholders elected to redeem an aggregate of 10,073,512 of the Company’s ordinary shares. As a result, an aggregate of
$105,879,118 (or $10.51 per share) was released from the Company’s Trust Account to pay such shareholders. On the same
day, in connection with the Extension, the Company filed with the Registrar of the British Virgin Islands an amendment to Regulation
47 of its Articles of Association., and entered into an amendment to the trust agreement with the trust agent to extend the final
liquidation date of the Trust Account to the 24-month anniversary of the closing of its Initial Public Offering, which is October
26, 2020.
The
Company agreed to contribute, or cause to be contributed on its behalf (the “Cash Contribution”), $60,000 for the aggregate
number of Public Shares that did not convert in connection with the Extension (the “Remaining Public Shares”) for each monthly
period or portion thereof that is needed to complete a Business Combination (commencing on April 27, 2020 until the earlier of the consummation
of a Business Combination and the expiry of the Extension). The Cash Contribution will be deposited as additional interest on the proceeds
in the Trust Account and will be distributed pro rata as a part of the redemption amount to each Remaining Public Share in connection
with a future redemption. In addition, at the earlier date (the “Issuance Date”) of the consummation of its initial Business
Combination and the expiry of the Extension, the Company will issue a dividend of one warrant to purchase one-half of one ordinary share
for each Remaining Public Share. Each such warrant will be identical to the warrants included in the Units sold in the Company’s
Initial Public Offering (the “Dividend”, collectively with the Cash Contribution, the “Contribution”). Through
December 31, 2020, the Company deposited an aggregate of $501,348 into the Trust Account to fund the Extension. The Extension was partially
funded from an $140,000 advance provided by the Sponsor (see Note 6), $100,000 from the AMC Note (defined below) and $261,348 from the
SolarMax Notes (see Note 7).
On
October 26, 2020, the Company held a special meeting pursuant to which the Company’s shareholders approved extending the
Extended Date from October 26, 2020 to April 26, 2021 or such earlier date as determined by the Board was voted on and approved
(the “Second Extended Date”). In connection with the approval of the extension (the “Second Extension”),
shareholders elected to redeem an aggregate of 1,000 of the Company’s ordinary shares. As a result, an aggregate of $10,770
(or $10.77013 per share) was released from the Company’s Trust Account to pay such shareholders. On the same day, in connection
with the Second Extension, the Company filed with the Registrar of the British Virgin Islands another amendment to Regulation
47 of its Articles of Association and entered into another amendment to the trust agreement with the trust agent to extend the
final liquidation date of the Trust Account to the 30-month anniversary of the closing of its Initial Public Offering, which is
April 26, 2021.
The
Company agreed to contribute, or cause to be contributed on its behalf (the “Second Cash Contribution”), $0.05 per
share for the aggregate number of Public Shares that did not convert in connection with the Second Extension (the “Remaining
Public Shares Post Second Extension”) for each monthly period or portion thereof that is needed to complete a Business Combination
(commencing on October 26, 2020 until the earlier of the consummation of a Business Combination and the expiry of the Second Extension).
The Second Cash Contribution will be deposited as additional interest on the proceeds in the Trust Account and will be distributed
pro rata as a part of the redemption amount to each Remaining Public Share in connection with a future redemption.
Any
additional loans that may be made to the Company to fund the Contribution will not bear interest and will be repayable by the
Company upon consummation of a Business Combination. The Company’s officers, directors or affiliates will have the
sole discretion whether to continue extending additional loans for additional calendar months until the Extended Date and if the
officers, directors or affiliates determine not to continue extending additional loans for additional calendar months, their obligation
to extend additional loans following such determination will terminate.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
NASDAQ
Delisting Notifications and Grant of an Extension of Compliance
On September 1, 2020, the Company received a notice from the
Listing Qualifications Department of The NASDAQ Stock Market (“Nasdaq”) indicating that the Company was not in compliance
with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires the Company to have at least 300 public
holders for continued listing on the NASDAQ Capital Market. The Company had until October 15, 2020 to provide Nasdaq with a plan
to regain compliance with the Minimum Public Holders Rule. The notice is a notification of deficiency, not of imminent
delisting, and had no current effect on the listing or trading of the Company’s securities on Nasdaq.
The Company submitted its plan of compliance
on October 16, 2020. On October 29, 2020, the Company received a notification letter from Nasdaq stating that the Nasdaq Staff
had determined to grant the Company an extension of time through March 1, 2021 to regain compliance with Minimum Public Holders
Rule. On February 18, 2021, the Company received a letter from Nasdaq, advising the Company that the Company had regained compliance
with the Minimum Public Holders Rule based on the Company’s submissions to Nasdaq of shareholder records dated January 20,
2021.
On January 4, 2021, Nasdaq advised the Company that it no longer complies
with Nasdaq Listing Rule 5620(a) due to the Company’s failure to hold an annual meeting of shareholders within twelve months of
the end of the Company’s fiscal year ended December 31, 2019 (the “Annual Meeting Requirement”).
On March 16, 2021, after the Company’s
submission of a plan to regain compliance with Annual Meeting Requirement, the Company received a notification letter from Nasdaq stating
that the Nasdaq Staff had determined to grant the Company an extension of time through June 29, 2021 to regain compliance with the
Annual Meeting Requirement.
On March 26, 2021, the Company filed a definitive proxy statement in
Form 14A for the purposes of seeking its shareholder approval to extend the date before which the Company must complete an initial Business
Combination until October 26, 2021 or such earlier date as determined and related matters at a special meeting in lieu of the 2020 Annual
Meeting in order to be compliance with Annual Meeting Requirement.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the
“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and
it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its
periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The
Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised, and
it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the
new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Note
2 — Restatement of Previously Issued Financial Statements
Amendment 1
In
connection with the release of the Securities and Exchange Commission’s “Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” on April 12, 2021, the Company’s management
further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s
Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments,
including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is
indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common
stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to
the fair value of the warrant.
Based
on the re-evaluation, the Company concluded that the public warrants (as defined in Note 4) meet the criteria of equity classification
and its historical accounting as equity is appropriate, which should be recorded at their relative fair value at the issuance date and
remeasurement is not required. The Company previously accounted for its outstanding warrants issued in the Private Units (“Private
Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The
warrant agreement governing the Private Warrants includes a provision that provides for potential changes to the settlement amounts dependent
upon the characteristics of the holder of the warrant. Based on management’s evaluation, in consultation with the Company’s
audit committee, the Company’s management concluded that the Company’s Private Warrants are not indexed to the Company’s
ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing
of a fixed-for-fixed option on equity shares. As a result, the Company should have classified the Private Warrants as derivative liabilities
in its previously issued financial statements in its Form 10-K. Under this accounting treatment, the Company is required to measure the
fair value of the Private Warrants at the end of each reporting period and recognize changes in the fair value from the prior period
in the Company’s operating results for the current period. The restated classification and reported values of the Private Warrants
as accounted for under ASC 815-40 are included in the financial statements herein.
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Balance Sheet as of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
$
|
-
|
|
|
$
|
533,319
|
|
|
$
|
533,319
|
|
Ordinary shares subject to possible redemption
|
|
$
|
108,547,510
|
|
|
$
|
(533,321
|
)
|
|
$
|
108,014,189
|
|
Ordinary shares
|
|
$
|
2,567,939
|
|
|
$
|
(132,251
|
)
|
|
$
|
2,435,688
|
|
Retained earnings
|
|
$
|
2,432,069
|
|
|
$
|
132,253
|
|
|
$
|
2,564,322
|
|
Total shareholders’ equity
|
|
$
|
5,000,008
|
|
|
$
|
2
|
|
|
$
|
5,000,010
|
|
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Balance Sheet as of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liabilities
|
|
$
|
-
|
|
|
$
|
522,579
|
|
|
$
|
52,579
|
|
Ordinary shares subject to possible redemption
|
|
$
|
2,672,183
|
|
|
$
|
(522,576
|
)
|
|
$
|
2,149,607
|
|
Ordinary shares
|
|
$
|
2,553,378
|
|
|
$
|
(142,996
|
)
|
|
$
|
2,410,382
|
|
Retained earnings
|
|
$
|
2,446,631
|
|
|
$
|
142,993
|
|
|
$
|
2,589,624
|
|
Total shareholders’ equity
|
|
$
|
5,000,009
|
|
|
$
|
(3
|
)
|
|
$
|
5,000,006
|
|
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Statement of Operations for the Year Ended December 31,
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
$
|
-
|
|
|
$
|
77,859
|
|
|
$
|
77,859
|
|
Net income
|
|
$
|
2,090,361
|
|
|
$
|
77,859
|
|
|
$
|
2,168,220
|
|
Income attributable to ordinary shares subject to possible
redemption
|
|
$
|
(2,345,916
|
)
|
|
$
|
11,318
|
|
|
$
|
(2,334,598
|
)
|
Adjusted net loss
|
|
$
|
(255,555
|
)
|
|
$
|
89,177
|
|
|
$
|
(166,378
|
)
|
Basic and diluted weighted average shares outstanding
|
|
|
4,097,705
|
|
|
|
45,751
|
|
|
|
4,143,456
|
|
Adjusted basic and diluted net loss per ordinary share
|
|
$
|
(0.06
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.04
|
)
|
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Statement of Operations for the Year Ended December 31,
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant liabilities
|
|
$
|
-
|
|
|
$
|
10,740
|
|
|
$
|
10,740
|
|
Net income
|
|
$
|
14,562
|
|
|
$
|
10,740
|
|
|
$
|
25,302
|
|
Income attributable to ordinary shares subject to possible
redemption
|
|
$
|
(97,280
|
)
|
|
$
|
19,019
|
|
|
$
|
(78,261
|
)
|
Adjusted net loss
|
|
$
|
(82,718
|
)
|
|
$
|
29,759
|
|
|
$
|
(52,959
|
)
|
Basic and diluted weighted average shares outstanding
|
|
|
4,307,454
|
|
|
|
48,740
|
|
|
|
4,356,194
|
|
Adjusted basic and diluted net loss per ordinary share
|
|
$
|
(0.02
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Statement of Cash Flows for the
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,090,361
|
|
|
$
|
77,859
|
|
|
$
|
2,168,220
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
$
|
(77,859
|
)
|
|
$
|
(77,859
|
)
|
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Statement of Cash Flows for the
Year Ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
14,562
|
|
|
$
|
10,740
|
|
|
$
|
25,302
|
|
Change in fair value of warrant liabilities
|
|
|
-
|
|
|
$
|
(10,740
|
)
|
|
$
|
(10,740
|
)
|
Amendment
2
In
the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain
shareholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial Business Combination
only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist
as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion
of its public shares required to keep its shareholders’ equity above the $5,000,000 threshold as “shares not subject
to redemption.”
However,
in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose
acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public
shares. Upon re-evaluation, management determined that the Public Shares issued during the initial public offering and pursuant to the
exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered
outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that all of the Public Shares should be classified
as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and
permanent equity. This resulted in an adjustment to the initial carrying value of the Public Shares with the offset recorded to additional
paid-in capital (to the extent available), accumulated deficit and ordinary shares.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
In
connection with the change in presentation for the Public Shares, the Company also restated its earnings per share calculation to allocate
net income (loss) evenly to redeemable and nonredeemable ordinary shares. This presentation contemplates a Business Combination as the
most likely outcome, in which case, both classes of ordinary shares pro rata in the income (loss) of the Company.
In accordance with SEC Staff Accounting Bulletin No.
99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related
impacts were material to any previously presented financial statements. Therefore, the Company, in consultation with its Audit Committee,
concluded that its previously issued financial statements impacted should be restated to report all public shares as temporary equity.
As such the Company is restating those periods in the financial statements herein.
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Balance Sheet as of December 31, 2019
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption
|
|
$
|
108,014,189
|
|
|
$
|
11,031,138
|
|
|
$
|
119,045,327
|
|
Ordinary shares
|
|
$
|
2,435,688
|
|
|
$
|
(2,435,688
|
)
|
|
$
|
-
|
|
Retained earnings (accumulated deficit)
|
|
$
|
2,564,322
|
|
|
$
|
(8,595,450
|
)
|
|
$
|
(6,031,128
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,010
|
|
|
$
|
(11,031,138
|
)
|
|
$
|
(6,031,128
|
)
|
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Balance Sheet as of December 31, 2020
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption
|
|
$
|
2,149,607
|
|
|
$
|
13,215,384
|
|
|
$
|
15,364,991
|
|
Ordinary shares
|
|
$
|
2,410,382
|
|
|
$
|
(2,410,382
|
)
|
|
$
|
-
|
|
Retained earnings (accumulated deficit)
|
|
$
|
2,589,624
|
|
|
$
|
(10,805,002
|
)
|
|
$
|
(8,215,378
|
)
|
Total shareholders’ equity (deficit)
|
|
$
|
5,000,006
|
|
|
$
|
(13,215,384
|
)
|
|
$
|
(8,215,378
|
)
|
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Statement of Operations for the Year Ended December 31,
2019
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,168,220
|
|
|
$
|
-
|
|
|
$
|
2,168,220
|
|
Less: income attributable to ordinary shares subject
to possible redemption
|
|
$
|
(2,334,598
|
)
|
|
$
|
2,334,598
|
|
|
$
|
-
|
|
Adjusted net loss
|
|
$
|
(166,378
|
)
|
|
$
|
166,378
|
|
|
$
|
-
|
|
Basic and diluted weighted average redeemable ordinary
shares outstanding
|
|
|
-
|
|
|
|
11,487,992
|
|
|
|
11,487,992
|
|
Basic and diluted net loss per redeemable ordinary
share
|
|
$
|
-
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.11
|
)
|
Basic and diluted weighted average non-redeemable ordinary
shares outstanding
|
|
|
4,143,456
|
|
|
|
(941,698
|
)
|
|
|
3,201,758
|
|
Basic and diluted net loss per non-redeemable ordinary
share
|
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.11
|
)
|
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Statement of Operations for the Year Ended December 31,
2020
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
25,302
|
|
|
$
|
-
|
|
|
$
|
25,302
|
|
Less: income attributable to ordinary shares subject
to possible redemption
|
|
$
|
(78,261
|
)
|
|
$
|
78,261
|
|
|
$
|
-
|
|
Adjusted net loss
|
|
$
|
(52,959
|
)
|
|
$
|
52,959
|
|
|
$
|
-
|
|
Basic and diluted weighted average redeemable ordinary
shares outstanding
|
|
|
-
|
|
|
|
4,551,951
|
|
|
|
4,551,951
|
|
Basic and diluted net loss per redeemable ordinary
share
|
|
$
|
-
|
|
|
$
|
(0.28
|
)
|
|
$
|
(0.28
|
)
|
Basic and diluted weighted average non-redeemable ordinary
shares outstanding
|
|
|
4,356,194
|
|
|
|
(1,154,436
|
)
|
|
|
3,201,758
|
|
Basic and diluted net loss per non-redeemable ordinary
share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.28
|
)
|
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Statement of Cash Flows for the Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-cash Financing Activities:
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares
subject to possible redemption
|
|
$
|
2,168,213
|
|
|
$
|
(2,168,213
|
)
|
|
$
|
-
|
|
Accretion of carrying value to redemption value
|
|
$
|
-
|
|
|
$
|
3,721,076
|
|
|
$
|
3,721,076
|
|
|
|
As
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
Statement of Cash Flows for the Year Ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-cash Financing Activities:
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares
subject to possible redemption
|
|
$
|
25,306
|
|
|
$
|
(25,306
|
)
|
|
$
|
-
|
|
Accretion of carrying value to redemption value
|
|
$
|
-
|
|
|
$
|
2,209,552
|
|
|
$
|
2,209,552
|
|
Note
3 — Significant Accounting Policies
Basis
of Presentation
The
accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally
accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations
of the SEC.
Use
of Estimates
The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of December 31, 2020 and 2019.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Investments
Held in Trust Account
At
December 31, 2020, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities.
At December 31, 2019, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills.
Warrants Liabilities (As Restated, See
Note 2 – Amendment 1)
The Company accounts for warrants as either
equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative
guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing
Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers
whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,
and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed
to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement”
in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the warrants are outstanding.
For issued or modified warrants that meet
all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are
required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes
in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Ordinary
Shares Subject to Possible Redemption
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory
redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including
ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other
times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption
rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.
Accordingly, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’
equity section of the Company’s balance sheets.
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an
asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities
are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future
taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands
is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2020 and December 31,
2019 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could
result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations
by major taxing authorities since inception.
The
Company is considered an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing
requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision is zero for the period
presented.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Net Loss per Ordinary Share (As Restated,
See Note 2 – Amendment 2)
The Company complies with accounting and disclosure
requirements ASC Topic 260, “Earnings Per Share.” In order to determine the net income (loss) attributable to both the redeemable
shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary
shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net income (loss) less any
dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding
between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption value of the ordinary shares
subject to possible redemption was considered to be deemed dividends and to reduce from net income (loss) in arriving at income (loss)
available to common shareholders. At December 31, 2020 and 2019, the Company did not have any dilutive securities and other contracts
that could, potentially, be exercised or converted into ordinary shares and then share in the loss of the Company. As a result, diluted
net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these
accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments (As
Restated, See Note 2 – Amendment 1)
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term
nature.
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
|
●
|
Level
1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
●
|
Level
2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
|
|
●
|
Level
3 inputs to the valuation methodology are unobservable and significant to the fair value.
|
The
following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring
basis at December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine
such fair value:
|
|
Level
|
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
Warrant liabilities – Private Warrants
|
|
3
|
|
|
$
|
522,579
|
|
|
$
|
533,319
|
|
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
The change in the fair value of warrant liabilities regarding Level
3 fair value measurements is summarized as follows
Warrant liabilities at December 31, 2018
|
|
$
|
611,178
|
|
Change in fair value of warrants liabilities for the year ended December 31, 2019
|
|
|
(77,859
|
)
|
Warrant liabilities at December 31, 2019
|
|
|
533,319
|
|
Change in fair value of warrants liabilities for the year ended December 31, 2020
|
|
|
(10,740
|
)
|
Warrant liabilities at December 31, 2020
|
|
$
|
522,579
|
|
The Private Warrants are accounted for as
liabilities in accordance with ASC 815-40 as the Company concluded that its Private Warrants are not indexed to the Company’s ordinary
shares because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and are presented
within warrant liabilities on the Company’s accompanying balance sheets. The warrant liabilities are measured at fair
value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities
in the statement of operations.
The
fair value of the Private Warrants was estimated using the Black-Scholes option-pricing model. The application of the Black-Scholes option-pricing
model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining
the expected volatility of the ordinary shares. Due to the limited history of trading of the Company’s ordinary shares, the Company
determined expected volatility based on a peer group of publicly traded companies. The following reflects the inputs and assumptions
used:
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
Stock price
|
|
$
|
11.41
|
|
|
$
|
10.35
|
|
Exercise price
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
Risk-free interest rate
|
|
|
0.40
|
%
|
|
|
1.71
|
%
|
Expected term (in years)
|
|
|
5.25
|
|
|
|
5.25
|
|
Expected dividend yield
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Expected volatility
|
|
|
41.59
|
%
|
|
|
37.70
|
%
|
Merger probability adjustment
|
|
|
75.00
|
%
|
|
|
95.00
|
%
|
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material
effect on the Company’s financial statements.
Note
4 — Initial Public Offering
Public
Unit
Pursuant
to the Initial Public Offering on October 26, 2018, the Company sold 10,000,000 Units at a purchase price of $10.00 per
Unit. On November 20, 2018, in connection with the underwriters’ exercise of their over-allotment option, the Company consummated
the sale of an additional 1,487,992 Public Units at $10.00 per Unit. Each Unit consists of one ordinary share, one redeemable
warrant (“Public Warrant”), and one right (“Public Right”). Each whole redeemable warrant entitles the holder
to purchase one half of one ordinary share at an exercise price of $11.50 (see Note 11). Every 10 Public Rights will convert
automatically into one ordinary share upon consummation of a Business Combination (see Note 11).
If
the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Warrants
and Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Public Warrants and Public
Rights, and the Public Warrants and Public Rights are convertible upon the consummation of the Business Combination, management
determined that the Public Warrants and Public Rights are classified within shareholders’ equity as “Additional paid-in
capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and
Public Warrants and Public Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value
of the Public Shares, Public Warrants and Public Rights was based on the closing price paid by investors.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
At
the closing of the Initial Public Offering and over-allotment option, the Company paid an upfront underwriting discount of $2,000,000 and
$297,598, 2.0% of the per unit offering price to the underwriter, respectively, with an additional fee of $3,500,000 and
$520,797 (the “Deferred Discount”), 3.5% of the gross offering proceeds payable upon the completion of the
Business Combination, respectively. The Deferred Discount will become payable to the underwriter from the amounts held in the
Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close
a Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled
to any interest accrued on the Deferred Discount. Total offering costs were $3,060,924, which consisted of $2,297,598 of
underwriter’s commissions and $763,325 of other offering costs.
Purchase
Option
On
October 26, 2018, the Company sold the underwriter (and its designees), for $100, an option to purchase up to 500,000 Units
exercisable at $11.50 per Unit (or an aggregate exercise price of $5,750,000) commencing on the consummation of a Business
Combination. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five
years from the effective date of the registration statement related to the Initial Public Offering. The Units issuable upon exercise
of this option are identical to those offered in the Initial Public Offering, with 500,000 ordinary shares, warrants
to purchase 250,000 shares and rights to receive 50,000 ordinary shares that may be issued upon exercise of
the option.
The
Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial
Public Offering resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of this unit
purchase option to be approximately $1,603,060 (or $3.206 per Unit) using the Black-Scholes option-pricing model. The
fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions:
(1) expected volatility of 38%, (2) risk-free interest rate of 2.29% (the interest rate on a three-month US Treasury
Bill on October 26, 2018) and (3) expected life of five years.
Note
5 — Private Placements
Simultaneously
with the Initial Public Offering, the Company’s Sponsor purchased an aggregate of 300,000 Private Units at $10.00 per
Unit (for a total purchase price of $3,000,000). On November 20, 2018, in connection with the underwriters’ partial exercise
of their over-allotment option, the Company consummated the sale of additional 29,760 Private Units, generating gross
proceeds of $297,600. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in
the Trust Account.
The
Private Units are identical to the units sold in the Initial Public Offering except the Private Units are non-redeemable and may
be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor or its permitted transferees.
The purchasers of the Private Units have agreed not to transfer, assign or sell any of the Private Units or underlying securities
(except to the same permitted transferees as the founder shares) until the completion of the Business Combination.
If
the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Units
will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Note
6 — Related Party Transactions
Founder
Shares
In
August 2018, the Company issued 1,725,000 Class B ordinary shares to its initial shareholders as founder shares, of
which an aggregate of 1,650,000 Class B ordinary shares were issued for an aggregate purchase price of $17,250 or
$0.010454545 per share, and an aggregate of 75,000 Class B ordinary shares were issued for services rendered. On
September 10, 2018, the Company issued an additional 1,150,000 Class B ordinary shares to its initial shareholders as
founder shares, of which an aggregate of 1,135,000 Class B ordinary shares were issued for an aggregate purchase price
of $2,300 or approximately $0.00202643 per share, and an aggregate of 15,000 Class B ordinary shares were
issued for services rendered. On September 14, 2018, the Company’s initial shareholders converted all of their Class B ordinary
shares, constituting all of the outstanding Class B ordinary shares of the Company, into Class A ordinary shares and, immediately
thereafter, the Company amended and restated its Memorandum and Articles of Association to eliminate the Class B ordinary shares
and re-designate the Class A ordinary shares as “ordinary shares.” As a result, prior to the Initial Public Offering,
the Company’s initial shareholders held 2,875,000 founder shares. The 2,875,000 founder shares included an aggregate
of up to 375,000 ordinary shares subject to forfeiture to the extent that the over-allotment option was not exercised
by the underwriters in full or in part. On November 20, 2018, as a result of the underwriters’ partial exercise of their
over-allotment option, 3,002 founder shares were forfeited.
The
founder shares are identical to the ordinary shares included in the units sold in the Initial Public Offering. However, the Initial
Shareholders have agreed to (A) to vote any shares owned by them in favor of any proposed Business Combination, (B) not to convert
any shares in connection with a shareholder vote to approve a proposed initial Business Combination or any amendment to the Company’s
charter documents prior to consummation of an initial Business Combination, or sell any shares to the Company in a tender offer
in connection with a proposed initial Business Combination and (C) that the founder shares shall not participate in any liquidating
distribution from the Trust Account upon winding up if a Business Combination is not consummated.
Additionally,
subject to certain limited exceptions, the Initial Shareholders have agreed not to transfer, assign or sell any of the founder
shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) six months
after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s
ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after a Business Combination, and with respect to the remaining
50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case,
if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar
transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash,
securities or other property.
Related
Party Advances
To participate in the private placement
in connection with the Initial Public Offering, the Company’s Sponsor made a deposit of $3,299,979 (net of a bank
service charge) into the Company’s escrow account on October 21, 2018. Because the Company’s underwriter did not exercise
its over-allotment option in full and cancelled the remaining portion on November 20, 2018, the Company’s Sponsor subscribed
to a total of 329,760 Private Units for $3,297,600, and the remaining $2,379 was repaid by the Company to the Sponsor
in March 2019.
During the year ended December
31, 2020, the Company received an aggregate of $273,640 in advances from the Company’s Chief Executive Officer for working
capital purposes, of which $140,000 was used to partially fund the Extension. The advances are non-interest bearing and due on demand.
At December 31, 2020, advances of $273,640 were outstanding which are included in due to related parties in the accompanying balance
sheets.
In December 2020, SolarMax made non-interest bearing loans to the Sponsor
in the aggregate principal amount of $128,466, to enable the Sponsor to provide the Company with funds to pay for the Company’s
operating costs. Upon the completion of the Business Combination, these notes are to be satisfied by the delivery of the Sponsor shares
having a value equal to the principal amount of the notes. Otherwise, the due date will be upon the earlier of the date on which the Merger
Agreement is terminated or the date an Event of Default shall occur. At December 31, 2020, advances of $128,466 were outstanding
which are included in due to related parties in the accompanying balance sheets.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Related
Party Loans
In
addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may
be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the
Working Capital Loans out of the proceeds of the Trust Account released to the Company. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of
such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $10.00 per
unit. The units would be identical to the Private Units. In the event that a Business Combination does not close, the Company
may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust
Account would be used to repay the Working Capital Loans.
On
July 6, 2018, the Sponsor loaned the Company $300,000 under a promissory note (the “Sponsor Note 1”), a portion
of which was used to pay for costs associated with the Initial Public Offering. The loan is non-interest bearing, unsecured and
due at the closing of a Business Combination. As of December 31, 2020 and 2019, there was $300,000 outstanding under the
Sponsor Note 1.
On
January 24, 2020, the Sponsor loaned the Company an additional $780,000 under a promissory note (the “Sponsor Note
2”) in order to partially fund the amount required to be deposited into the Trust Account to extend the period of time required
by the Company to complete a Business Combination. The loan is non-interest bearing, unsecured and due at the closing of a Business
Combination. The Sponsor Note 2 may also be converted, at the Sponsor’s discretion, into units of the post Business Combination
entity at a purchase price of $10.00 per unit. The units would be identical to the Private Units. As of December 31, 2020,
there was $780,000 outstanding under the Sponsor Note 2.
Administrative
Service Fee
The
Company has agreed, commencing on August 1, 2018, to pay the Sponsor, a monthly fee of an aggregate of $1,000 for general
and administrative services including office space, utilities and secretarial support, due before the first day of each month.
This arrangement will terminate upon the completion of a Business Combination or a distribution of the Trust Account to the public
shareholders. For the years ended December 31, 2020 and 2019, the Company incurred $12,000 of administrative fees. At December
31, 2020, $6,000 of such fees are included in accounts payable and accrued expenses in the accompanying balance sheets.
Other
than the $1,000 per month administrative fee, the $290,000 payment to White and Williams LLP (an affiliate of our director)
for its legal services to the Company in connection with the IPO and other payments to such firm for legal services (including with respect
to periodic filings) prior to the initial Business Combination and the $1,080,000 of non-interest bearing loans described above,
no compensation or fees of any kind, including finder’s fee, consulting fees and other similar fees, will be paid to our initial
shareholders, members of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate
the consummation of, our initial Business Combination (regardless of the type of transaction that it is). However, such individuals will
receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying
potential target businesses, performing business due diligence on suitable target businesses and Business Combination as well as traveling
to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit
on the amount of out-of-pocket expenses reimbursable by us.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Note
7 — Promissory Notes
Promissory
notes are comprised of the following as of December 31, 2020 and 2019:
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
GN Note 1
|
|
$
|
1,148,800
|
|
|
$
|
1,148,800
|
|
GN Note 2
|
|
|
500,000
|
|
|
|
500,000
|
|
AMC Note
|
|
|
100,000
|
|
|
|
-
|
|
SolarMax Notes 1
|
|
|
261,348
|
|
|
|
-
|
|
Total
|
|
$
|
2,010,148
|
|
|
$
|
1,648,800
|
|
On
September 18, 2019, the Company issued an unsecured promissory note in the aggregate principal amount of $1,148,800 to Global
Nature (the “GN Note 1”). The GN Note 1 was issued in connection with the GN LOI entered into by and between Global
Nature and the Company on September 13, 2019, to consummate a potential Business Combination with Global Nature.
The
GN Note 1 is non-interest bearing and is payable on the date on which the Company consummates its initial Business Combination with
Global Nature or another qualified target company (a “Qualified Business Combination” and such date, the “Maturity
Date”), subject to certain mandatory repayment arrangement set forth in the GN Note 1. The principal balance may be prepaid
at any time without penalty. As of December 31, 2020 and 2019, there was $1,148,800 outstanding under the GN Note 1.
Pursuant
to the GN Note 1, in the event that Global Nature notifies the Company that it does not wish to proceed with the Qualified Business
Combination (the “Withdrawal Request”), the Company shall only be obligated to repay the GN Note 1 as follows: (i)
50% of the principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after a Business
Combination with another target if the Withdrawal Request is given from after October 18, 2019; or (ii) the full principal amount
of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after a Business Combination or the date
of expiry of the term of the Company (whichever is earlier), if the parties have not entered into a definitive agreement with
regard to the Qualified Business Combination within 45 days from the date of the GN Note 1 as a result of the disagreement on
the valuation of the Qualified Business Combination. On March 12, 2020, the Company received the Withdrawal Request from Global
Nature that it did not wish to proceed with the Qualified Business Combination. The parties agreed that the GN Note 1 which shall
be repaid as soon as possible with best efforts but no later than 5 business days after the Company’s Business Combination
or the date of the expiry of the term of the Company (whichever is earlier).
All
amounts owed by the Company under the GN Note 1 become immediately due and payable upon an event of default, which includes the
Company’s failure to pay the principal amount due within 5 business days of the Maturity Date and the Company’s voluntary
or involuntary bankruptcy.
On
December 3, 2019, the Company issued an unsecured promissory note in the aggregate principal amount of $500,000 to Global
Nature (the “GN Note 2”). The GN Note 2 was issued in order to fund the Company’s working capital needs. The
GN Note 2 is non-interest bearing and is payable as soon as possible but in any event no later than 5 business days after the
Company’s initial Business Combination or the date of the expiry of the term of the Company, whichever is earlier. The principal
balance may be prepaid at any time without penalty. As of December 31, 2020 and 2019, there was $500,000 outstanding under
the GN Note 2.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
On
April 17, 2020, the Company issued an unsecured promissory note in the aggregate principal amount of $500,000 (the “AMC
Note”) to Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd. (“AMC Sino”), a PRC company based in
Qingdao, China, its registered assignees or successor in interest (the “AMC Payee”). The AMC Note was issued in connection
with a non-binding letter of intent entered (“AMC LOI”) into by and between the Company and Zhongxin AmcAsset Limited
(“AmcAsset”), a holding company incorporated in the British Virgin Islands, to consummate a potential business combination
with AmcAsset. AmcAsset is a transnational distressed asset management company with foothold in the U.S. and China, and undergoing
global expansion. AmcAsset holds 100% equity interest of Quest Mark Capital Inc., a California corporation located in Los
Angeles, and Qingdao Zhongbiao Distressed Asset Management Co., Ltd (“Zhongbiao”), to which AMC Sino is related. The
principal of the AMC Note of $500,000 will be paid in installments according to the needs of the Company. The AMC Note is
non-interest bearing and is payable on the date on which the Company consummates its initial business combination with
AMC Payee or another qualified target company, subject to certain mandatory repayment arrangement set forth in the AMC Note. The
principal balance may be prepaid at any time without penalty. On May 5, 2020, the Company received first installment of $100,000
under the AMC Note.
From
September 2020 to December 2020, the Company issued unsecured promissory notes in the aggregate principal amount of $261,348 to
SolarMax (the “SolarMax Notes 1”) to finance the extension of the Business Combination. The SolarMax Notes 1 are non-interest
bearing and payable on the earlier of (i) the consummation of a Business Combination, (ii) the Second Extended Date, or (iii)
the date on which either (x) the letter of intent dated September 3, 2020 (the “LOI”) or (y) the Acquisition Agreement,
as defined in the LOI, are terminated for any reason. At December 31, 2020, there was $261,348 outstanding under the SolarMax
Notes 1.
Note
8 — Cash and Investments Held in Trust Account
As
of December 31, 2020, assets held in the Trust Account were comprised of $15,364,991 in money market funds which are invested
in U.S. Treasury Securities. As of December 31, 2019, investments in the Company’s Trust Account consisted of $1,187,964 in
United States Money Market funds and $117,857,363 in U.S. Treasury Securities, respectively.
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis at
December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description
|
|
Level
|
|
|
December 31,
2020
|
|
Assets:
|
|
|
|
|
|
|
|
Trust Account - U.S. Treasury Securities Money Market Fund
|
|
1
|
|
|
$
|
15,364,991
|
|
The
Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments
— Debt and Equity Securities.” Held-to-maturity treasury securities are recorded at amortized cost on the accompanying
balance sheets and adjusted for the amortization or accretion of premiums or discounts.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
The gross holding gains and fair value of held-to-maturity securities at December 31, 2019 are as follows:
|
|
Amortized
Cost
|
|
|
Gross
Holding
Gain
|
|
|
Fair
Value
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Money Market
|
|
$
|
1,187,964
|
|
|
$
|
-
|
|
|
$
|
1,187,964
|
|
U.S. Treasury Securities
|
|
|
117,857,363
|
|
|
|
41,157
|
|
|
|
117,898,520
|
|
|
|
$
|
119,045,327
|
|
|
$
|
41,157
|
|
|
$
|
119,086,484
|
|
Note
9 — Commitments and Contingencies
Risks
and Uncertainties
Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus
could have a negative effect on the Company’s financial position, results of its operations and/or complete the SolarMax
Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
Registration
Rights
Pursuant
to a registration rights agreement entered into on October 23, 2018, the holders of the founder shares, Private Units (and underlying
securities) and units that may be issued in payment of Working Capital Loans (and all underlying securities) are entitled to registration
rights. The holders of a majority-in-interest of these securities are entitled to make up to two demands that the Company register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain
liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The
Company will bear the expenses incurred in connection with the filing of any such registration statements.
Note
10 — Deferred Underwriter Compensation
The
Company is obligated to pay the underwriters a deferred underwriting discounts and commissions equal to 3.5% of the gross
proceeds of the Initial Public Offering. Upon completion of the Business Combination, $4,020,797 (with consideration of the
underwriters’ exercise of their over-allotment option on November 20, 2018) will be paid to the underwriters from the funds
held in the Trust Account. No discounts or commissions will be paid with respect to the purchase of the Private Units.
Note 11 — Shareholders’ Equity
(As Restated, See Note 2 – Amendment 2)
Preferred
Shares - The Company is authorized to issue 100,000,000 shares of no par value preferred shares, with such
designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December
31, 2020 and 2019, there are no preferred shares designated, issued or outstanding.
Ordinary Shares - The Company is authorized
to issue 300,000,000 ordinary shares, no par value. As of December 31, 2020 and 2019, the Company had issued an aggregate of 3,201,758
and 3,201,758 ordinary shares, excluding 1,413,480 and 11,487,992 shares of ordinary shares subject to possible redemption, respectively.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Warrants -
Each warrant entitles the registered holder to purchase one-half (1/2) of one ordinary share at a price of $11.50 per whole
ordinary share, subject to adjustment as discussed below, at any time commencing on the later of the completion of the Business
Combination or 12 months from the date of the effective date of the registration statement. However, no warrants will be exercisable
for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise
of the warrants. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise
of the public warrants is not effective within a specified period following the consummation of the Company’s Business Combination,
warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall
have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided
by Section 3(a)(9) of the Securities Act, provided that such exemption is available. In such event, each holder would pay the
exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x)
the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price
of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value”
for this purpose will mean the average reported last sale price of the ordinary shares for the 20 trading days ending on the third
trading day immediately prior to the date of exercise. If that exemption, or another exemption, is not available, holders will
not be able to exercise their warrants on a cashless basis. The warrants will expire on the fifth anniversary of the closing of
the initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The
warrants issued in the Private Units (“Private Warrants”) are identical to the Public Warrants sold in the Initial
Public Offering except the Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long
as they continue to be held by the initial purchasers or their permitted transferees.
The
Company may call the warrants for redemption (excluding the private warrants and any warrants issued to its initial shareholders,
officers or directors in payment of working capital loans made to the Company, but including outstanding warrants issued upon
exercise of the unit purchase option issued to Chardan Capital Markets LLC), in whole and not in part, at a price of $0.01 per
warrant,
|
●
|
at
any time after the warrants become exercisable,
|
|
●
|
upon
not less than 30 days’ prior written notice of redemption to each warrant holder,
|
|
●
|
if,
and only if, the reported last sale price of the ordinary shares equals or exceeds $16.00
per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations),
for any 20 trading days within a 30 trading day period ending on the third business day
prior to the notice of redemption to warrant holders; and
|
|
●
|
if,
and only if, there is a current registration statement in effect with respect to the
ordinary shares underlying such warrants
|
The
right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption.
On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price
for such holder’s warrant upon surrender of such warrant.
If
the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to
exercise warrants to do so on a “cashless basis.”
Rights -
Each holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if
a holder of such right converted all ordinary shares held by it in connection with a Business Combination. No fractional shares
will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights to receive
its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the
Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for
a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders
of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an
as-converted into ordinary shares basis and each holder of rights will be required to affirmatively covert its rights in order
to receive 1/10 of a share underlying each right (without paying additional consideration). The shares issuable upon exchange
of the rights will be freely tradable (except to the extent held by affiliates of the Company).
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
If
the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held
in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive
any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights
will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights
upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights.
Accordingly, the rights may expire worthless.
The
rights included in the Private Units sold in the private placement are identical to the rights included in the Units sold in the Initial
Public Offering, except that, among others, the rights including the shares issuable upon exchange of such rights, are being purchased
pursuant to an exemption from the registration requirements of the Securities Act and will become tradable only after certain conditions
are met or the resale of such rights (including underlying securities) is registered under the Securities Act. Please refer to Note 5
Private Placement for more details.
Note 12 — Reconciliation of Basic
and Diluted Net Loss per Ordinary Share (As Restated, See Note 2 – Amendment 2)
In order to determine the net income (loss)
attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable
to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the
total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted
average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to
redemption value of the ordinary shares subject to possible redemption was considered to be deemed dividends and to reduce from net income
(loss) in arriving at net income (loss) available to common shareholders. Accordingly, basic and diluted adjusted net loss per ordinary
share is as follows:
|
|
Year
Ended
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Net income
|
|
$
|
25,302
|
|
|
$
|
2,168,220
|
|
Accretion of carrying value to redemption value
|
|
|
(2,209,552
|
)
|
|
|
(3,721,076
|
)
|
Net loss including accretion of carrying value to redemption value
|
|
$
|
(2,184,250
|
)
|
|
$
|
(1,552,856
|
)
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
December 31, 2020
|
|
|
December 31, 2019
|
|
|
|
Redeemable
|
|
|
Non-Redeemable
|
|
|
Redeemable
|
|
|
Non-Redeemable
|
|
|
|
Ordinary
Shares
|
|
|
Ordinary
Shares
|
|
|
Ordinary
Shares
|
|
|
Ordinary
Shares
|
|
Basic and diluted net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerators:
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net loss
including carrying value to redemption value
|
|
$
|
(1,282,302
|
)
|
|
$
|
(901,948
|
)
|
|
$
|
(1,214,398
|
)
|
|
$
|
(338,458
|
)
|
Denominators:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
4,551,951
|
|
|
|
3,201,758
|
|
|
|
11,487,992
|
|
|
|
3,201,758
|
|
Basic and diluted net loss per share
|
|
$
|
(0.28
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.11
|
)
|
Note 13 — Subsequent Events (As Restated)
The
Company’s management reviewed all material events that have occurred after the balance sheet date through the date which
these financial statements were issued. Based upon this review, other than as described below, the Company did not identify any
subsequent events that would have required adjustment or disclosure in the financial statements.
Dividend Warrants
In April
2021, the Company issued, 1,414,480 dividend warrants (the “Dividend Warrants”) to holders of public shares or public units
(with respect to the underlying public shares) as of April 22, 2020 who did not exercise the right to have its Public Shares redeemed
in connection with the April 2020 Extension. The Dividend Warrants were issued at the same terms and conditions as the Public Warrants,
each entitling the holder to purchase one-half of one ordinary share at an exercise price of $11.50 per whole share.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Related Party Advances
From February 2021 to September 2021, SolarMax
made non-interest bearing loans to the Sponsor in the aggregate principal amount of $522,903, to enable the Sponsor to provide the Company
with funds to pay for the Company’s operating costs. Upon the completion of the Business Combination, these notes are to be satisfied
by the delivery of the Sponsor shares having a value equal to the principal amount of the notes. Otherwise, the due date will be upon
the earlier of the date on which the Merger Agreement is terminated or the date an Event of Default shall occur as defined in the notes.
Promissory
Notes
From January to March 2021, the Company issued
additional unsecured promissory notes in the aggregate principal amount of $212,022 to SolarMax (the “SolarMax Notes 2”)
to finance the extension of the Business Combination to April 26, 2021. SolarMax Notes 2 are non-interest bearing, unsecured and payable
upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization
documents of Alberton, Alberton must complete a Business Combination, which date is presently April 26, 2022, or (iii) the date on which
the Merger Agreement is terminated or (iv) the date an Event of Default shall occur.
From April to June 2021, the Company issued
additional unsecured promissory notes in the aggregate principal amount of $224,083 to SolarMax (the “SolarMax Notes 3”)
to finance the extension of the period that the Company must complete a Business Combination to October 26, 2021. SolarMax Notes 3 are
non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii)
the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently
April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. At September
30, 2021, there was $224,083 outstanding under the SolarMax Notes 3.
In September 2021, the Company issued additional
unsecured promissory notes in the aggregate principal amount of $230,114 to SolarMax (the “SolarMax Notes 4”) to finance
the extension of the period that the Company must complete a Business Combination to October 26, 2021. SolarMax Notes 4 are non-interest
bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date
on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently
April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur.
In October 2021, the Company issued additional
unsecured promissory notes in the aggregate principal amount of $76,704 to SolarMax (the “SolarMax Notes 5”) to finance the
extension of the period that the Company must complete a Business Combination to October 26, 2021. SolarMax Notes 5 are non-interest
bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date
on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently
April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
In November 2021, the Company issued additional
unsecured promissory notes in the aggregate principal amount of $243,482 to SolarMax (the “SolarMax Notes 6”) to finance
the extension of the period that the Company must complete a Business Combination to April 26, 2022. SolarMax Notes 6 are non-interest
bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date
on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently
April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur.
The October 2021 Extension
On October 22, 2021, the Company held a special
meeting of the shareholders pursuant to which its shareholders approved extending the Extension from October 26, 2021 to April 26, 2022
(the “October 2021 Extension”). In connection with the approval of the October 2021 Extension, shareholders elected to redeem
an aggregate of 50 of the Company’s ordinary shares. As a result, an aggregate of $571.56 (or $11.43 per share) was released from
the Trust Account to pay such shareholders.
NASDAQ Delisting Notification
On October 28, 2021,
the Company received notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s
securities (common stock, warrants, units and rights) would be subject to suspension and delisting from The Nasdaq Capital Market due
to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company must complete
one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Following the submission of
a hearing request by the Company, a hearing is scheduled to be held on December 16, 2021. The hearing request results in a stay of any
suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following
the hearing. In that regard, pursuant to the Nasdaq Listing Rules, the Panel has the authority to grant the Company an additional extension
not to exceed April 26, 2022.
As previously announced,
the Company has entered into a binding definitive agreement to merge with SolarMax. The Company filed its most recent amendment to the
Proxy Statement/Registration Statement on Form S-4 (the “S-4”) for the merger on October 8, 2021. The Company intends to
mail the S-4 to shareholders promptly follow completion of the Securities and Exchange Commission review process and to hold the shareholder
meeting at which it will seek approval for the merger transaction as soon as possible. The Company believes that the combined company
will satisfy all requirements for initial listing upon completion of the merger; however, there can be no assurance that the Panel will
grant the Company the required extension, the merger will be successfully completed or that the combined company will meet all applicable
requirements for initial listing on The Nasdaq Capital Market.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Amendments to the Merger Agreement
On August 11, 2021,
September 10, 2021, and October 4, 2021, the Company, Merger Sub and SolarMax entered into a third amendment, a fourth amendment, and
a fifth amendment to the Merger Agreement. Pursuant to these amendments: (i) the number of ordinary shares of the Company to be issued
to the SolarMax shareholders was changed to provide that the number of shares is determined by dividing $300,000,000 by $10.50 rather
than the Redemption Price; (ii) SolarMax, which, as of October 4, 2021 had made Extension Loans totaling of $927,567.30, agreed, if the
Extension Amendment is approved by SolarMax’ shareholders, to make up to additional six Extension Loans, and all of the Extension
Loans will be paid at the Closing; (iii) the requirement that the Company satisfy its obligation to settle Chardan’s deferred underwriting
compensation, which is $4,020,797, through the delivery of Sponsor Shares was eliminated, and the deferred underwriting compensation
is to be paid in cash; (iv) the requirement that the notes outstanding at September 3, 2020 be settled through the delivery of Founder
Shares was eliminated and these notes will be paid at the closing, (v) 800,000 Founder Shares will be canceled immediately prior to the
closing, (vi) all outstanding Private Warrants, each exercisable for one-half of one ordinary shares of the Company (or Common Stock
of the Company following Redomestication), including all rights to receive additional Private Warrants which may be issued upon conversion
of any notes or other advances made to Purchaser, shall be cancelled, and the Company shall issue to the holder of the Private Warrants
(including any right to receive additional Private Warrants) a total of 44,467 ordinary shares of the Company immediately prior to the
closing, (vii) pursuant to loan agreements with the Sponsor, SolarMax had made loans to the Sponsor for payment of obligations of the
Company of $651,369.01 and agreed to make additional advances of up to $12,233.61. These loans will be paid at the closing; (viii) on
October 4, 2021, the Company entered into securities purchase agreement with two investors who agreed to purchase convertible notes in
the principal amount of $10 million. The notes are automatically converted at the closing into shares of common stock with
a conversion price equal to ten times the average price of the Company’s rights for the 25 trading days ending on the 2nd trading
day before the proxy statement is mailed to the Company’s shareholders, (ix) at the closing, the Company shall issue, under the
incentive plan, to each of William Walter Young, Qing S. Huang and Peng Gao 30,000 shares of common stock as the compensation shares
for their service as independent directors of the Company until the closing and to Citiking International Limited, a company organized
under the laws of Hong Kong (“Citiking”), 200,000 shares pursuant to certain consulting agreement between the Company and
Citiking, among which 50,000 shares shall vest immediately upon the Closing, 50,000 shares shall vest upon the first anniversary of the
Closing, 50,000 shares shall vest on the second anniversary of the closing and remaining 50,000 shares shall vest on the third anniversary
of the Closing, provided that Citiking remains as an advisor to the Company at each vesting date; and (x) the Company agreed that the
Company would assume the Sponsor’s obligation to make a $50,000 payment to the Company’s former chief executive officer immediately
prior to the closing.
The Sponsor consented
to these amendments.
In conjunction with the Merger Agreement including
its amendments, the Company currently have the following pending agreements with various parties:
Share Forfeiture Agreement
On August 11, 2021,
the Company entered into a certain share forfeiture agreement (the “Forfeiture Agreement”) with SolarMax and certain initial
shareholders of the Company including Hong Ye, Bin (Ben) Wang and Keqing (Kevin) Liu (collectively, the “Initial Shareholders”),
pursuant to which the Initial Shareholders have agreed to forfeit an aggregate of 800,000 Ordinary Shares upon the closing of the merger
pursuant to the terms of the Forfeiture Agreement and the Company shall pay Bin (Ben) Wang $50,000 immediately prior to the closing of
the merger.
Backstop and Private Placement
On August 11, 2021
and on October 4, 2021, the Company entered into certain backstop agreements (collectively, the “Backstop Agreements”) with
four backstop investors (collectively, the “Backstop Investors”), pursuant to which the Backstop Investors shall commit to
purchase an aggregate of no less than $18 million of Ordinary Shares in open market or private transactions from time to time, or from
holders of public shares of the Company who have exercised their redemption rights pursuant to the Company’s organization documents,
pursuant to the terms of the Backstop Agreements.
On August 11, 2021,
the Company also entered into certain stock purchase agreement (the “PIPE SPA”) with JSDC Investment LLC (the “PIPE
Investor”) who is a minority existing shareholder of SolarMax, pursuant to which the PIPE Investor shall purchase ordinary shares
of the Company at the amount equal to (i) $6 million divided by (ii) a price per share equal to the price at which each share of the
Company is redeemed pursuant to the redemption by public shareholders in connection with the merger.
ALBERTON
ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Note Purchase
Agreement and Convertible Notes
On October 4, 2021,
the Company entered into certain securities purchase agreement (the “Note Purchase Agreement”) with certain investors (“Note
Investors”), pursuant to which the Company shall issue notes (the “New Notes”) in the aggregate amount of $10,000,000
with no interest to the Note Investors at the effectiveness of Form S-4. The New Notes shall be converted automatically into the number
of fully paid and non-assessable common stock,of the Company after redomestication, upon the closing of the Merger at a price equal to
ten (10) times the average trading price of the rights of the Company, during a period of twenty-five (25) trading days ending on the
second trading day prior to mailing of the prospectus to the Company’s shareholders in connection with the special meeting to approve
the Merger Agreement. The proceeds of $10,000,000 of the sale of the New Notes shall be used to pay off the indebtedness of the Company
as of the closing and any remaining shall be released to the company as working capital. The proceeds from the sale of the New Notes
are to be used to pay the Company’s indebtedness as of the Closing and as working capital if there is any remaining fund.
Investor Relations Consulting Agreement
On August 11, 2021,
the Company entered into a certain letter agreement (the “IR Agreement”) with Citiking, pursuant to which Citiking shall
render investor relations services to the Company and to generally act as its investor relations consultant for the Asian market pursuant
to the terms of the IR Agreement upon and following the Closing. Under the terms of the IR Agreement, the Company has agreed to issue
an aggregate of 200,000 Ordinary Shares or Common Stock to Citiking as consideration for its services, subject to certain vesting provisions
described in the IR Agreement.
Note 14 — Quarterly Financial Data
(Unaudited) (As Restated, See Note 2 – Amendment 2)
In
lieu of filing amended Quarterly Report on Form 10-Q for the periods ended March 31, 2019, June 30, 2019, September 30, 2019, March 31,
2020, June 30, 2020, and September 30, 2020, the following tables represent the Company’s restated financial statements
(unaudited) for each of the restated periods.
ALBERTON
ACQUISITION CORPORATION
BALANCE
SHEET
MARCH
31, 2019
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
296,759
|
|
|
$
|
-
|
|
|
$
|
296,759
|
|
Prepaid assets
|
|
|
7,415
|
|
|
|
-
|
|
|
|
7,415
|
|
Total Current Assets
|
|
|
304,174
|
|
|
|
-
|
|
|
|
304,174
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Cash and investments held in Trust
Account
|
|
|
116,012,861
|
|
|
|
-
|
|
|
|
116,012,861
|
|
Total Assets
|
|
$
|
116,317,035
|
|
|
$
|
-
|
|
|
$
|
116,317,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities, Temporary Equity, and Shareholders’
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
4,069
|
|
|
$
|
-
|
|
|
$
|
4,069
|
|
Promissory note - related party
|
|
|
300,000
|
|
|
|
-
|
|
|
|
300,000
|
|
Total Current Liabilities
|
|
|
304,069
|
|
|
|
-
|
|
|
|
304,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants liabilities
|
|
|
585,321
|
|
|
|
-
|
|
|
|
585,321
|
|
Deferred underwriting compensation
|
|
|
4,020,797
|
|
|
|
-
|
|
|
|
4,020,797
|
|
Total Liabilities
|
|
|
4,910,187
|
|
|
|
-
|
|
|
|
4,910,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption, 10,535,331 and 11,487,992 shares as previously reported and as restated, respectively, at conversion value of $10.10 per share
|
|
|
106,406,842
|
|
|
|
9,606,019
|
|
|
|
116,012,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ordinary shares, no par value; 300,000,000 shares authorized; 4,154,419 and 3,201,758 shares (excluding 10,535,331 and 11,487,992 shares subject to possible redemption) as previously reported and as restated, respectively
|
|
|
4,043,035
|
|
|
|
(4,043,035
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
|
956,971
|
|
|
|
(5,562,984
|
)
|
|
|
(4,606,013
|
)
|
Total Shareholders’
Equity (Deficit)
|
|
|
5,000,006
|
|
|
|
(9,606,019
|
)
|
|
|
(4,606,013
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities,
Temporary Equity, and Shareholders’ Equity (Deficit)
|
|
$
|
116,317,035
|
|
|
$
|
-
|
|
|
$
|
116,317,035
|
|
ALBERTON
ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
|
|
Three
Months Ended March 31, 2019
|
|
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Operating costs
|
|
$
|
153,741
|
|
|
$
|
-
|
|
|
$
|
153,741
|
|
Loss from operations
|
|
|
(153,741
|
)
|
|
|
-
|
|
|
|
(153,741
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income - bank
|
|
|
143
|
|
|
|
-
|
|
|
|
143
|
|
Interest income
|
|
|
688,610
|
|
|
|
-
|
|
|
|
688,610
|
|
Change in fair value of warrant liabilities
|
|
|
25,857
|
|
|
|
-
|
|
|
|
25,857
|
|
Total other income
|
|
|
714,610
|
|
|
|
-
|
|
|
|
714,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
560,869
|
|
|
$
|
-
|
|
|
$
|
560,869
|
|
Less: income attributable to ordinary
shares subject to possible redemption
|
|
|
(631,524
|
)
|
|
|
631,524
|
|
|
|
-
|
|
Adjusted net loss
|
|
$
|
(70,655
|
)
|
|
$
|
70,655
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average redeemable
ordinary shares outstanding
|
|
|
-
|
|
|
|
11,487,992
|
|
|
|
11,487,992
|
|
Basic and diluted net
loss per redeemable ordinary share
|
|
$
|
-
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Basic and diluted weighted average non-redeemable
ordinary shares outstanding
|
|
|
4,147,322
|
|
|
|
(945,564
|
)
|
|
|
3,201,758
|
|
Basic and diluted net
loss per non-redeemable ordinary share
|
|
$
|
(0.02
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
ALBERTON
ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2019
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
560,869
|
|
|
$
|
-
|
|
|
$
|
560,869
|
|
Adjustments to reconcile net income to net cash used in
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earned on investment held in Trust Account
|
|
|
(688,610
|
)
|
|
|
-
|
|
|
|
(688,610
|
)
|
Change in fair value of warrant liabilities
|
|
|
(25,857
|
)
|
|
|
-
|
|
|
|
(25,857
|
)
|
Changes in current assets and current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid assets
|
|
|
6,347
|
|
|
|
-
|
|
|
|
6,347
|
|
Accounts payable and accrued expense
|
|
|
(6,020
|
)
|
|
|
-
|
|
|
|
(6,020
|
)
|
Due to related parties
|
|
|
(2,379
|
)
|
|
|
-
|
|
|
|
(2,379
|
)
|
Net Cash Used in
Operating Activities
|
|
|
(155,650
|
)
|
|
|
-
|
|
|
|
(155,650
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Decrease in Cash
|
|
|
(155,650
|
)
|
|
|
-
|
|
|
|
(155,650
|
)
|
Cash – Beginning of the period
|
|
|
452,409
|
|
|
|
-
|
|
|
|
452,409
|
|
Cash – Ending of period
|
|
$
|
296,759
|
|
|
$
|
-
|
|
|
$
|
296,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-cash Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares
subject to possible redemption
|
|
$
|
560,866
|
|
|
$
|
(560,866
|
)
|
|
$
|
-
|
|
Accretion of carrying value to redemption value
|
|
$
|
-
|
|
|
$
|
688,610
|
|
|
$
|
688,610
|
|
ALBERTON ACQUISITION CORPORATION
BALANCE SHEET
JUNE 30, 2019
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
165,890
|
|
|
$
|
-
|
|
|
$
|
165,890
|
|
Prepaid assets
|
|
|
1,651
|
|
|
|
-
|
|
|
|
1,651
|
|
Total Current Assets
|
|
|
167,541
|
|
|
|
-
|
|
|
|
167,541
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Cash and investments held in Trust
Account
|
|
|
116,706,912
|
|
|
|
-
|
|
|
|
116,706,912
|
|
Total Assets
|
|
$
|
116,874,453
|
|
|
$
|
-
|
|
|
$
|
116,874,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities, Temporary Equity, and Shareholders’
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
4,272
|
|
|
$
|
-
|
|
|
$
|
4,272
|
|
Promissory note - related party
|
|
|
300,000
|
|
|
|
-
|
|
|
|
300,000
|
|
Total Current Liabilities
|
|
|
304,272
|
|
|
|
-
|
|
|
|
304,272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants liabilities
|
|
|
568,672
|
|
|
|
-
|
|
|
|
568,672
|
|
Deferred underwriting compensation
|
|
|
4,020,797
|
|
|
|
-
|
|
|
|
4,020,797
|
|
Total Liabilities
|
|
|
4,893,741
|
|
|
|
-
|
|
|
|
4,893,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption, 10,529,597 and 11,487,992 shares as previously reported and as restated, respectively, at conversion value of $10.16 per share
|
|
|
106,980,704
|
|
|
|
9,726,208
|
|
|
|
116,706,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares no par value, 100,000,000 shares authorized, none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ordinary shares, no par value; 300,000,000 shares authorized; 4,160,153 and 3,201,758 shares (excluding 10,529,597 and 11,487,992 shares subject to possible redemption) as previously reported and as restated, respectively
|
|
|
3,469,173
|
|
|
|
(3,469,173
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
|
1,530,835
|
|
|
|
(6,257,035
|
)
|
|
|
(4,726,200
|
)
|
Total Shareholders’
Equity (Deficit)
|
|
|
5,000,008
|
|
|
|
(9,726,208
|
)
|
|
|
(4,726,200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities,
Temporary Equity, and Shareholders’ Equity (Deficit)
|
|
$
|
116,874,453
|
|
|
$
|
-
|
|
|
$
|
116,874,453
|
|
ALBERTON ACQUISITION CORPORATION
STATEMENTS OF OPERATIONS
|
|
Three
Months Ended June 30, 2019
|
|
|
Six
Months Ended June 30, 2019
|
|
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Operating costs
|
|
$
|
137,145
|
|
|
$
|
-
|
|
|
$
|
137,145
|
|
|
$
|
290,886
|
|
|
$
|
-
|
|
|
$
|
290,886
|
|
Loss from operations
|
|
|
(137,145
|
)
|
|
|
-
|
|
|
|
(137,145
|
)
|
|
|
(290,886
|
)
|
|
|
-
|
|
|
|
(290,886
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income - bank
|
|
|
309
|
|
|
|
-
|
|
|
|
309
|
|
|
|
452
|
|
|
|
-
|
|
|
|
452
|
|
Interest income
|
|
|
694,051
|
|
|
|
-
|
|
|
|
694,051
|
|
|
|
1,382,661
|
|
|
|
-
|
|
|
|
1,382,661
|
|
Change in fair value of warrant liabilities
|
|
|
16,649
|
|
|
|
-
|
|
|
|
16,649
|
|
|
|
42,506
|
|
|
|
-
|
|
|
|
42,506
|
|
Total other income
|
|
|
711,009
|
|
|
|
-
|
|
|
|
711,009
|
|
|
|
1,425,619
|
|
|
|
-
|
|
|
|
1,425,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
573,864
|
|
|
$
|
-
|
|
|
$
|
573,864
|
|
|
$
|
1,134,733
|
|
|
$
|
-
|
|
|
$
|
1,134,733
|
|
Less: income attributable to ordinary
shares subject to possible redemption
|
|
|
(636,167
|
)
|
|
|
636,167
|
|
|
|
-
|
|
|
|
(1,267,347
|
)
|
|
|
1,267,347
|
|
|
|
-
|
|
Adjusted net loss
|
|
$
|
(62,303
|
)
|
|
$
|
62,303
|
|
|
$
|
-
|
|
|
$
|
(132,614
|
)
|
|
$
|
132,614
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average redeemable
ordinary shares outstanding
|
|
|
-
|
|
|
|
11,487,992
|
|
|
|
11,487,992
|
|
|
|
-
|
|
|
|
11,487,992
|
|
|
|
11,487,992
|
|
Basic and diluted net
loss per redeemable ordinary share
|
|
$
|
-
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
-
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
Basic and diluted weighted average non-redeemable
ordinary shares outstanding
|
|
|
4,154,419
|
|
|
|
(952,661
|
)
|
|
|
3,201,758
|
|
|
|
4,150,890
|
|
|
|
(949,132
|
)
|
|
|
3,201,758
|
|
Basic and diluted net
loss per non-redeemable ordinary share
|
|
$
|
(0.01
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
ALBERTON
ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2019
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,134,733
|
|
|
$
|
-
|
|
|
$
|
1,134,733
|
|
Adjustments to reconcile net income to net cash used in
operating activities:
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Interest earned on investment held in Trust Account
|
|
|
(1,382,661
|
)
|
|
|
-
|
|
|
|
(1,382,661
|
)
|
Change in fair value of warrant liabilities
|
|
|
(42,506
|
)
|
|
|
-
|
|
|
|
(42,506
|
)
|
Changes in current assets and current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid assets
|
|
|
12,111
|
|
|
|
-
|
|
|
|
12,111
|
|
Accounts payable and accrued expense
|
|
|
(5,817
|
)
|
|
|
-
|
|
|
|
(5,817
|
)
|
Due to related parties
|
|
|
(2,379
|
)
|
|
|
-
|
|
|
|
(2,379
|
)
|
Net Cash Used in
Operating Activities
|
|
|
(286,519
|
)
|
|
|
-
|
|
|
|
(286,519
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Decrease in Cash
|
|
|
(286,519
|
)
|
|
|
-
|
|
|
|
(286,519
|
)
|
Cash – Beginning of the period
|
|
|
452,409
|
|
|
|
-
|
|
|
|
452,409
|
|
Cash – Ending of period
|
|
$
|
165,890
|
|
|
$
|
-
|
|
|
$
|
165,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-cash Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares
subject to possible redemption
|
|
$
|
1,134,728
|
|
|
$
|
(1,134,728
|
)
|
|
$
|
-
|
|
Accretion of carrying value to redemption value
|
|
$
|
-
|
|
|
$
|
1,382,661
|
|
|
$
|
1,382,661
|
|
ALBERTON
ACQUISITION CORPORATION
BALANCE SHEET
SEPTEMBER 30, 2019
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,237,095
|
|
|
$
|
-
|
|
|
$
|
1,237,095
|
|
Total Current Assets
|
|
|
1,237,095
|
|
|
|
-
|
|
|
|
1,237,095
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Cash and investments held in Trust
Account
|
|
|
117,324,145
|
|
|
|
-
|
|
|
|
117,324,145
|
|
Total Assets
|
|
$
|
118,561,240
|
|
|
$
|
-
|
|
|
$
|
118,561,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities, Temporary Equity, and Shareholders’
Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
5,675
|
|
|
$
|
-
|
|
|
$
|
5,675
|
|
Promissory note
|
|
|
1,148,800
|
|
|
|
-
|
|
|
|
1,148,800
|
|
Promissory note - related party
|
|
|
300,000
|
|
|
|
-
|
|
|
|
300,000
|
|
Total Current Liabilities
|
|
|
1,454,475
|
|
|
|
-
|
|
|
|
1,454,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants liabilities
|
|
|
548,309
|
|
|
|
-
|
|
|
|
548,309
|
|
Deferred underwriting compensation
|
|
|
4,020,797
|
|
|
|
-
|
|
|
|
4,020,797
|
|
Total Liabilities
|
|
|
6,023,581
|
|
|
|
-
|
|
|
|
6,023,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption, 10,532,581 and 11,487,992 shares as previously reported and as restated, respectively, at conversion value of $10.21 per share
|
|
|
107,537,651
|
|
|
|
9,786,494
|
|
|
|
117,324,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ordinary shares, no par value; 300,000,000 shares authorized; 4,157,169 and 3,201,758 shares (excluding 10,532,581 and 11,487,992 shares subject to possible redemption) as previously reported and as restated, respectively
|
|
|
2,912,226
|
|
|
|
(2,912,226
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
|
2,087,782
|
|
|
|
(6,874,268
|
)
|
|
|
(4,786,486
|
)
|
Total Shareholders’
Equity (Deficit)
|
|
|
5,000,008
|
|
|
|
(9,786,494
|
)
|
|
|
(4,786,486
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities,
Temporary Equity, and Shareholders’ Equity (Deficit)
|
|
$
|
118,561,240
|
|
|
$
|
-
|
|
|
$
|
118,561,240
|
|
ALBERTON
ACQUISITION CORPORATION
STATEMENTS OF OPERATIONS
|
|
Three
Months Ended September 30, 2019
|
|
|
Nine
Months Ended September 30, 2019
|
|
|
|
As Previously
|
|
|
|
|
|
As
|
|
|
As Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Operating
costs
|
|
$
|
80,795
|
|
|
$
|
-
|
|
|
$
|
80,795
|
|
|
$
|
371,681
|
|
|
$
|
-
|
|
|
$
|
371,681
|
|
Loss
from operations
|
|
|
(80,795
|
)
|
|
|
-
|
|
|
|
(80,795
|
)
|
|
|
(371,681
|
)
|
|
|
-
|
|
|
|
(371,681
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income - bank
|
|
|
146
|
|
|
|
-
|
|
|
|
146
|
|
|
|
598
|
|
|
|
-
|
|
|
|
598
|
|
Interest income
|
|
|
617,233
|
|
|
|
-
|
|
|
|
617,233
|
|
|
|
1,999,894
|
|
|
|
-
|
|
|
|
1,999,894
|
|
Change in fair value
of warrant liabilities
|
|
|
20,363
|
|
|
|
-
|
|
|
|
20,363
|
|
|
|
62,869
|
|
|
|
-
|
|
|
|
62,869
|
|
Total
other income
|
|
|
637,742
|
|
|
|
-
|
|
|
|
637,742
|
|
|
|
2,063,361
|
|
|
|
-
|
|
|
|
2,063,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
556,947
|
|
|
$
|
-
|
|
|
$
|
556,947
|
|
|
$
|
1,691,680
|
|
|
$
|
-
|
|
|
$
|
1,691,680
|
|
Less: income attributable
to ordinary shares subject to possible redemption
|
|
|
(565,879
|
)
|
|
|
565,879
|
|
|
|
-
|
|
|
|
(1,833,503
|
)
|
|
|
1,833,503
|
|
|
|
-
|
|
Adjusted
net loss
|
|
$
|
(8,932
|
)
|
|
$
|
8,932
|
|
|
$
|
-
|
|
|
$
|
(141,823
|
)
|
|
$
|
141,823
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
weighted average redeemable ordinary shares outstanding
|
|
|
-
|
|
|
|
11,487,992
|
|
|
|
11,487,992
|
|
|
|
-
|
|
|
|
11,487,992
|
|
|
|
11,487,992
|
|
Basic
and diluted net loss per redeemable ordinary share
|
|
$
|
-
|
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
-
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
Basic and diluted
weighted average non-redeemable ordinary shares outstanding
|
|
|
4,160,153
|
|
|
|
(958,395
|
)
|
|
|
3,201,758
|
|
|
|
4,153,521
|
|
|
|
(951,763
|
)
|
|
|
3,201,758
|
|
Basic
and diluted net loss per non-redeemable ordinary share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.02
|
)
|
ALBERTON
ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2019
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,691,680
|
|
|
$
|
-
|
|
|
$
|
1,691,680
|
|
Adjustments to reconcile net income to net cash used
in operating activities:
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Interest earned on investment held in Trust Account
|
|
|
(1,999,894
|
)
|
|
|
-
|
|
|
|
(1,999,894
|
)
|
Change in fair value of warrant liabilities
|
|
|
(62,869
|
)
|
|
|
-
|
|
|
|
(62,869
|
)
|
Changes in current assets and current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid assets
|
|
|
13,762
|
|
|
|
-
|
|
|
|
13,762
|
|
Accounts payable and accrued expense
|
|
|
(4,414
|
)
|
|
|
-
|
|
|
|
(4,414
|
)
|
Due to related parties
|
|
|
(2,379
|
)
|
|
|
-
|
|
|
|
(2,379
|
)
|
Net Cash Used
in Operating Activities
|
|
|
(364,114
|
)
|
|
|
-
|
|
|
|
(364,114
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from promissory note
|
|
|
1,148,800
|
|
|
|
-
|
|
|
|
1,148,800
|
|
Net Cash
Provided by Financing Activities
|
|
|
1,148,800
|
|
|
|
-
|
|
|
|
1,148,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Cash
|
|
|
784,686
|
|
|
|
-
|
|
|
|
784,686
|
|
Cash –
Beginning of the period
|
|
|
452,409
|
|
|
|
-
|
|
|
|
452,409
|
|
Cash –
Ending of period
|
|
$
|
1,237,095
|
|
|
$
|
-
|
|
|
$
|
1,237,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-cash
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares
subject to possible redemption
|
|
$
|
1,691,675
|
|
|
$
|
(1,691,675
|
)
|
|
$
|
-
|
|
Accretion of carrying value to
redemption value
|
|
$
|
-
|
|
|
$
|
1,999,894
|
|
|
$
|
1,999,894
|
|
ALBERTON
ACQUISITION CORPORATION
BALANCE SHEET
MARCH 31, 2020
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
11,178
|
|
|
$
|
-
|
|
|
$
|
11,178
|
|
Prepaid assets
|
|
|
48,625
|
|
|
|
-
|
|
|
|
48,625
|
|
Total Current Assets
|
|
|
59,803
|
|
|
|
-
|
|
|
|
59,803
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Cash and investments held in Trust
Account
|
|
|
120,728,495
|
|
|
|
-
|
|
|
|
120,728,495
|
|
Total Assets
|
|
$
|
120,788,298
|
|
|
$
|
-
|
|
|
$
|
120,788,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities, Temporary Equity, and Shareholders’
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
105,043
|
|
|
$
|
-
|
|
|
$
|
105,043
|
|
Promissory note
|
|
|
1,648,800
|
|
|
|
-
|
|
|
|
1,648,800
|
|
Promissory note - related party
|
|
|
1,080,000
|
|
|
|
-
|
|
|
|
1,080,000
|
|
Total Current Liabilities
|
|
|
2,833,843
|
|
|
|
-
|
|
|
|
2,833,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants liabilities
|
|
|
516,901
|
|
|
|
-
|
|
|
|
516,901
|
|
Deferred underwriting compensation
|
|
|
4,020,797
|
|
|
|
-
|
|
|
|
4,020,797
|
|
Total Liabilities
|
|
|
7,371,541
|
|
|
|
-
|
|
|
|
7,371,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption, 10,315,581 and 11,487,992 shares as previously reported and as restated, respectively, at conversion value of $10.51 per share
|
|
|
108,416,755
|
|
|
|
12,311,740
|
|
|
|
120,728,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ordinary shares, no par value; 300,000,000 shares authorized; 4,324,988 and 3,201,758 shares (excluding 10,315,581 and 11,487,992 shares subject to possible redemption) as previously reported and as restated, respectively
|
|
|
2,033,122
|
|
|
|
(2,033,122
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
|
2,966,880
|
|
|
|
(10,278,618
|
)
|
|
|
(7,311,738
|
)
|
Total Shareholders’
Equity (Deficit)
|
|
|
5,000,002
|
|
|
|
(12,311,740
|
)
|
|
|
(7,311,738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities,
Temporary Equity, and Shareholders’ Equity (Deficit)
|
|
$
|
120,788,298
|
|
|
$
|
-
|
|
|
$
|
120,788,298
|
|
ALBERTON
ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
|
|
Three Months Ended March 31,
2020
|
|
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Operating costs
|
|
$
|
149,055
|
|
|
$
|
-
|
|
|
$
|
149,055
|
|
Loss from operations
|
|
|
(149,055
|
)
|
|
|
-
|
|
|
|
(149,055
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income - bank
|
|
|
827
|
|
|
|
-
|
|
|
|
827
|
|
Interest income
|
|
|
534,368
|
|
|
|
-
|
|
|
|
534,368
|
|
Change in fair value of warrant liabilities
|
|
|
16,418
|
|
|
|
-
|
|
|
|
16,418
|
|
Total other income
|
|
|
551,613
|
|
|
|
-
|
|
|
|
551,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
402,558
|
|
|
$
|
-
|
|
|
$
|
402,558
|
|
Less: income attributable to ordinary
shares subject to possible redemption
|
|
|
(479,809
|
)
|
|
|
479,809
|
|
|
|
-
|
|
Adjusted net loss
|
|
$
|
(77,251
|
)
|
|
$
|
77,251
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average redeemable
ordinary shares outstanding
|
|
|
-
|
|
|
|
11,487,992
|
|
|
|
11,487,992
|
|
Basic and diluted net
loss per redeemable ordinary share
|
|
$
|
-
|
|
|
$
|
(0.09
|
)
|
|
$
|
(0.09
|
)
|
Basic and diluted weighted average
non-redeemable ordinary shares outstanding
|
|
|
4,263,670
|
|
|
|
(1,061,912
|
)
|
|
|
3,201,758
|
|
Basic and diluted net
loss per non-redeemable ordinary share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.09
|
)
|
ALBERTON
ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2020
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
402,558
|
|
|
$
|
-
|
|
|
$
|
402,558
|
|
Adjustments to reconcile net income to net cash used in
operating activities:
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Interest earned on investment held in Trust Account
|
|
|
(534,368
|
)
|
|
|
-
|
|
|
|
(534,368
|
)
|
Change in fair value of warrant liabilities
|
|
|
(16,418
|
)
|
|
|
-
|
|
|
|
(16,418
|
)
|
Changes in current assets and current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid assets
|
|
|
(40,292
|
)
|
|
|
-
|
|
|
|
(40,292
|
)
|
Accounts payable and accrued expense
|
|
|
91,344
|
|
|
|
-
|
|
|
|
91,344
|
|
Net Cash Used in
Operating Activities
|
|
|
(97,176
|
)
|
|
|
-
|
|
|
|
(97,176
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of investment held in Trust
Account
|
|
|
(1,148,800
|
)
|
|
|
-
|
|
|
|
(1,148,800
|
)
|
Net Cash Used in
Investing Activities
|
|
|
(1,148,800
|
)
|
|
|
-
|
|
|
|
(1,148,800
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from promissory note –
related party
|
|
|
780,000
|
|
|
|
-
|
|
|
|
780,000
|
|
Net Cash Provided
by Financing Activities
|
|
|
780,000
|
|
|
|
-
|
|
|
|
780,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Decrease in Cash
|
|
|
(465,976
|
)
|
|
|
-
|
|
|
|
(465,976
|
)
|
Cash – Beginning of the period
|
|
|
477,154
|
|
|
|
-
|
|
|
|
477,154
|
|
Cash – Ending of period
|
|
$
|
11,178
|
|
|
$
|
-
|
|
|
$
|
11,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-cash Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares
subject to possible redemption
|
|
$
|
402,566
|
|
|
$
|
(402,566
|
)
|
|
$
|
-
|
|
Accretion of carrying value to redemption value
|
|
$
|
-
|
|
|
|
1,683,168
|
|
|
$
|
1,683,168
|
|
ALBERTON
ACQUISITION CORPORATION
BALANCE SHEET
JUNE 30, 2020
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
9,289
|
|
|
$
|
-
|
|
|
$
|
9,289
|
|
Prepaid assets
|
|
|
36,010
|
|
|
|
-
|
|
|
|
36,010
|
|
Total Current Assets
|
|
|
45,299
|
|
|
|
-
|
|
|
|
45,299
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Cash and investments held in Trust
Account
|
|
|
14,993,648
|
|
|
|
-
|
|
|
|
14,993,648
|
|
Total Assets
|
|
$
|
15,038,947
|
|
|
$
|
-
|
|
|
$
|
15,038,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities, Temporary Equity, and
Shareholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
156,574
|
|
|
$
|
-
|
|
|
$
|
156,574
|
|
Due to related party
|
|
|
100,005
|
|
|
|
-
|
|
|
|
100,005
|
|
Promissory note
|
|
|
1,748,800
|
|
|
|
-
|
|
|
|
1,748,800
|
|
Promissory note - related party
|
|
|
1,080,000
|
|
|
|
-
|
|
|
|
1,080,000
|
|
Total Current Liabilities
|
|
|
3,085,379
|
|
|
|
-
|
|
|
|
3,085,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants liabilities
|
|
|
510,839
|
|
|
|
-
|
|
|
|
510,839
|
|
Deferred underwriting compensation
|
|
|
4,020,797
|
|
|
|
-
|
|
|
|
4,020,797
|
|
Total Liabilities
|
|
|
7,617,015
|
|
|
|
-
|
|
|
|
7,617,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption, 228,484 and 1,414,480 shares as previously reported and as restated, respectively, at conversion value of $10.60 per share
|
|
|
2,421,929
|
|
|
|
12,571,719
|
|
|
|
14,993,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ordinary shares, no par value; 300,000,000 shares authorized; 4,387,754 and 3,201,758 shares (excluding 228,484 and 1,414,480 shares subject to possible redemption) as previously reported and as restated, respectively
|
|
|
2,148,830
|
|
|
|
(2,148,830
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
|
2,851,173
|
|
|
|
(10,422,889
|
)
|
|
|
(7,571,716
|
)
|
Total Shareholders’
Equity (Deficit)
|
|
|
5,000,003
|
|
|
|
(12,571,719
|
)
|
|
|
(7,571,716
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities,
Temporary Equity, and Shareholders’ Equity (Deficit)
|
|
$
|
15,038,947
|
|
|
$
|
-
|
|
|
$
|
15,038,947
|
|
ALBERTON
ACQUISITION CORPORATION
STATEMENTS OF OPERATIONS
|
|
Three Months Ended June 30,
2020
|
|
|
Six Months Ended June 30,
2020
|
|
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Operating costs
|
|
$
|
146,045
|
|
|
$
|
-
|
|
|
$
|
146,045
|
|
|
$
|
295,100
|
|
|
$
|
-
|
|
|
$
|
295,100
|
|
Loss from operations
|
|
|
(146,045
|
)
|
|
|
-
|
|
|
|
(146,045
|
)
|
|
|
(295,100
|
)
|
|
|
-
|
|
|
|
(295,100
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income - bank
|
|
|
5
|
|
|
|
-
|
|
|
|
5
|
|
|
|
832
|
|
|
|
-
|
|
|
|
832
|
|
Interest income
|
|
|
24,271
|
|
|
|
-
|
|
|
|
24,271
|
|
|
|
558,639
|
|
|
|
-
|
|
|
|
558,639
|
|
Change in fair value of warrant liabilities
|
|
|
6,062
|
|
|
|
-
|
|
|
|
6,062
|
|
|
|
22,480
|
|
|
|
-
|
|
|
|
22,480
|
|
Total other income
|
|
|
30,338
|
|
|
|
-
|
|
|
|
30,338
|
|
|
|
581,951
|
|
|
|
-
|
|
|
|
581,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(115,707
|
)
|
|
$
|
-
|
|
|
$
|
(115,707
|
)
|
|
$
|
286,851
|
|
|
$
|
-
|
|
|
$
|
286,851
|
|
Less: income attributable to ordinary
shares subject to possible redemption
|
|
|
(3,920
|
)
|
|
|
3,920
|
|
|
|
-
|
|
|
|
(90,220
|
)
|
|
|
90,220
|
|
|
|
-
|
|
Adjusted net loss
|
|
$
|
(119,627
|
)
|
|
$
|
119,627
|
|
|
$
|
-
|
|
|
$
|
196,631
|
|
|
$
|
(196,631
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average redeemable
ordinary shares outstanding
|
|
|
-
|
|
|
|
3,960,532
|
|
|
|
3,960,532
|
|
|
|
-
|
|
|
|
7,724,262
|
|
|
|
7,724,262
|
|
Basic and diluted net
loss per redeemable ordinary share
|
|
$
|
-
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
-
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
Basic and diluted weighted average non-redeemable ordinary
shares outstanding
|
|
|
4,374,169
|
|
|
|
(1,172,411
|
)
|
|
|
3,201,758
|
|
|
|
4,318,920
|
|
|
|
(1,117,162
|
)
|
|
|
3,201,758
|
|
Basic and diluted net
loss per non-redeemable ordinary share
|
|
$
|
(0.03
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.19
|
)
|
|
$
|
(0.14
|
)
|
ALBERTON
ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2020
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
286,851
|
|
|
$
|
-
|
|
|
$
|
286,851
|
|
Adjustments to reconcile net income to net cash used in
operating activities:
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Interest earned on investment held in Trust Account
|
|
|
(558,639
|
)
|
|
|
-
|
|
|
|
(558,639
|
)
|
Change in fair value of warrant liabilities
|
|
|
(22,480
|
)
|
|
|
-
|
|
|
|
(22,480
|
)
|
Changes in current assets and current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid assets
|
|
|
(27,677
|
)
|
|
|
-
|
|
|
|
(27,677
|
)
|
Accounts payable and accrued expense
|
|
|
142,875
|
|
|
|
-
|
|
|
|
142,875
|
|
Due to related party
|
|
|
100,005
|
|
|
|
-
|
|
|
|
100,005
|
|
Net Cash Used in
Operating Activities
|
|
|
(79,065
|
)
|
|
|
-
|
|
|
|
(79,065
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of investment held in Trust Account
|
|
|
(1,268,800
|
)
|
|
|
-
|
|
|
|
(1,268,800
|
)
|
Cash withdrawn from Trust Account
to pay redeeming shareholders
|
|
|
105,879,118
|
|
|
|
-
|
|
|
|
105,879,118
|
|
Net Cash Provided
by Investing Activities
|
|
|
104,610,318
|
|
|
|
-
|
|
|
|
104,610,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from promissory note – related party
|
|
|
780,000
|
|
|
|
-
|
|
|
|
780,000
|
|
Proceeds from promissory note
|
|
|
100,000
|
|
|
|
-
|
|
|
|
100,000
|
|
Redemption of ordinary shares
|
|
|
(105,879,118
|
)
|
|
|
-
|
|
|
|
(105,879,118
|
)
|
Net Cash Used in
Financing Activities
|
|
|
(104,999,118
|
)
|
|
|
-
|
|
|
|
(104,999,118
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Decrease in Cash
|
|
|
(467,865
|
)
|
|
|
-
|
|
|
|
(467,865
|
)
|
Cash – Beginning of the period
|
|
|
477,154
|
|
|
|
-
|
|
|
|
477,154
|
|
Cash – Ending of period
|
|
$
|
9,289
|
|
|
$
|
-
|
|
|
$
|
9,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-cash Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares
subject to possible redemption
|
|
$
|
286,858
|
|
|
$
|
(286,858
|
)
|
|
$
|
-
|
|
Accretion of carrying value to redemption value
|
|
$
|
-
|
|
|
$
|
1,827,439
|
|
|
$
|
1,827,439
|
|
ALBERTON
ACQUISITION CORPORATION
BALANCE SHEET
SEPTEMBER 30, 2020
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,595
|
|
|
$
|
-
|
|
|
$
|
1,595
|
|
Prepaid assets
|
|
|
19,385
|
|
|
|
-
|
|
|
|
19,385
|
|
Total Current Assets
|
|
|
20,980
|
|
|
|
-
|
|
|
|
20,980
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Cash and investments held in Trust
Account
|
|
|
15,174,028
|
|
|
|
-
|
|
|
|
15,174,028
|
|
Total Assets
|
|
$
|
15,195,008
|
|
|
$
|
-
|
|
|
$
|
15,195,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities, Temporary Equity, and Shareholders’
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
187,604
|
|
|
$
|
-
|
|
|
$
|
187,604
|
|
Due to related party
|
|
|
205,000
|
|
|
|
-
|
|
|
|
205,000
|
|
Promissory notes
|
|
|
1,868,800
|
|
|
|
-
|
|
|
|
1,868,800
|
|
Promissory note - related party
|
|
|
1,080,000
|
|
|
|
-
|
|
|
|
1,080,000
|
|
Total Current Liabilities
|
|
|
3,341,404
|
|
|
|
-
|
|
|
|
3,341,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants liabilities
|
|
|
495,105
|
|
|
|
-
|
|
|
|
495,105
|
|
Deferred underwriting compensation
|
|
|
4,020,797
|
|
|
|
-
|
|
|
|
4,020,797
|
|
Total Liabilities
|
|
|
7,857,306
|
|
|
|
-
|
|
|
|
7,857,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption, 217,866 and 1,414,480 shares as previously reported and as restated, respectively, at conversion value of $10.73 per share
|
|
|
2,337,698
|
|
|
|
12,836,330
|
|
|
|
15,174,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ordinary shares, no par value; 300,000,000 shares authorized; 4,398,372 and 3,201,758 shares (excluding 217,866 and 1,414,480 shares subject to possible redemption) as previously reported and as restated, respectively
|
|
|
2,233,061
|
|
|
|
(2,233,061
|
)
|
|
|
-
|
|
Retained earnings (accumulated deficit)
|
|
|
2,766,943
|
|
|
|
(10,603,269
|
)
|
|
|
(7,836,326
|
)
|
Total Shareholders’
Equity (Deficit)
|
|
|
5,000,004
|
|
|
|
(12,836,330
|
)
|
|
|
(7,836,326
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities,
Temporary Equity, and Shareholders’ Equity (Deficit)
|
|
$
|
15,195,008
|
|
|
$
|
-
|
|
|
$
|
15,195,008
|
|
ALBERTON
ACQUISITION CORPORATION
STATEMENTS OF OPERATIONS
|
|
Three Months Ended September
30, 2020
|
|
|
Nine Months Ended September 30,
2020
|
|
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Operating costs
|
|
$
|
100,347
|
|
|
$
|
-
|
|
|
$
|
100,347
|
|
|
$
|
395,447
|
|
|
$
|
-
|
|
|
$
|
395,447
|
|
Loss from operations
|
|
|
(100,347
|
)
|
|
|
-
|
|
|
|
(100,347
|
)
|
|
|
(395,447
|
)
|
|
|
-
|
|
|
|
(395,447
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income - bank
|
|
|
3
|
|
|
|
-
|
|
|
|
3
|
|
|
|
835
|
|
|
|
-
|
|
|
|
835
|
|
Interest income
|
|
|
380
|
|
|
|
-
|
|
|
|
380
|
|
|
|
559,019
|
|
|
|
-
|
|
|
|
559,019
|
|
Change in fair value of warrant liabilities
|
|
|
15,734
|
|
|
|
-
|
|
|
|
15,734
|
|
|
|
38,214
|
|
|
|
-
|
|
|
|
38,214
|
|
Total other income
|
|
|
16,117
|
|
|
|
-
|
|
|
|
16,117
|
|
|
|
598,068
|
|
|
|
-
|
|
|
|
598,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
|
(84,230
|
)
|
|
|
-
|
|
|
|
(84,230
|
)
|
|
|
202,621
|
|
|
|
-
|
|
|
|
202,621
|
|
Less: income attributable to ordinary
shares subject to possible redemption
|
|
|
(59
|
)
|
|
|
59
|
|
|
|
-
|
|
|
|
(86,089
|
)
|
|
|
86,089
|
|
|
|
-
|
|
Adjusted net (loss)
income
|
|
$
|
(84,289
|
)
|
|
$
|
84,289
|
|
|
$
|
-
|
|
|
$
|
116,532
|
|
|
$
|
(116,532
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average redeemable
ordinary shares outstanding
|
|
|
-
|
|
|
|
1,414,480
|
|
|
|
1,414,480
|
|
|
|
-
|
|
|
|
5,605,649
|
|
|
|
5,605,649
|
|
Basic and diluted net
loss per redeemable ordinary share
|
|
$
|
-
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
-
|
|
|
$
|
(0.20
|
)
|
|
$
|
(0.20
|
)
|
Basic and diluted weighted average non-redeemable ordinary
shares outstanding
|
|
|
4,387,754
|
|
|
|
(1,185,996
|
)
|
|
|
3,201,758
|
|
|
|
4,340,885
|
|
|
|
(1,139,127
|
)
|
|
|
3,201,758
|
|
Basic and diluted net
loss per non-redeemable ordinary share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.23
|
)
|
|
$
|
(0.20
|
)
|
ALBERTON
ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2020
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
202,621
|
|
|
$
|
-
|
|
|
$
|
202,621
|
|
Adjustments to reconcile net income to net cash used in
operating activities:
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Interest earned on investment held in Trust Account
|
|
|
(559,019
|
)
|
|
|
-
|
|
|
|
(559,019
|
)
|
Change in fair value of warrant liabilities
|
|
|
(38,214
|
)
|
|
|
-
|
|
|
|
(38,214
|
)
|
Changes in current assets and current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid assets
|
|
|
(11,052
|
)
|
|
|
-
|
|
|
|
(11,052
|
)
|
Accounts payable and accrued expense
|
|
|
173,905
|
|
|
|
-
|
|
|
|
173,905
|
|
Due to related party
|
|
|
205,000
|
|
|
|
-
|
|
|
|
205,000
|
|
Net Cash Used in
Operating Activities
|
|
|
(26,759
|
)
|
|
|
-
|
|
|
|
(26,759
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of investment held in Trust Account
|
|
|
(1,448,800
|
)
|
|
|
-
|
|
|
|
(1,448,800
|
)
|
Cash withdrawn from Trust Account
to pay redeeming shareholders
|
|
|
105,879,118
|
|
|
|
-
|
|
|
|
105,879,118
|
|
Net Cash Provided
by Investing Activities
|
|
|
104,430,318
|
|
|
|
-
|
|
|
|
104,430,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from promissory note – related party
|
|
|
780,000
|
|
|
|
-
|
|
|
|
780,000
|
|
Proceeds from promissory note
|
|
|
220,000
|
|
|
|
-
|
|
|
|
220,000
|
|
Redemption of ordinary shares
|
|
|
(105,879,118
|
)
|
|
|
-
|
|
|
|
(105,879,118
|
)
|
Net Cash Used in
Financing Activities
|
|
|
(104,879,118
|
)
|
|
|
-
|
|
|
|
(104,879,118
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Decrease in Cash
|
|
|
(475,559
|
)
|
|
|
-
|
|
|
|
(475,559
|
)
|
Cash – Beginning of the period
|
|
|
477,154
|
|
|
|
-
|
|
|
|
477,154
|
|
Cash – Ending of period
|
|
$
|
1,595
|
|
|
$
|
-
|
|
|
$
|
1,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-cash Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares
subject to possible redemption
|
|
$
|
202,627
|
|
|
$
|
(202,627
|
)
|
|
$
|
-
|
|
Accretion of carrying value to redemption value
|
|
$
|
-
|
|
|
$
|
2,007,819
|
|
|
$
|
2,007,819
|
|
00-0000000
Excludes an aggregate of up to 10,593,284 and 10,535,331 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at March 31, 2019.
Excludes an aggregate of up to 10,364,762 and 10,315,581 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at March 31, 2020.
Excludes an aggregate of up to 264,008 and 217,866 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at September 30, 2020.
Excludes an aggregate of up to 10,586,284 and 10,532,581 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at September 30, 2019.
Excludes an aggregate of up to 276,676 and 228,484 ordinary shares subject to possible redemption as previously reported and as restated, respectively, at June 30, 2020.
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