Current Report Filing (8-k)
07 March 2022 - 11:41PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 8, 2022 (March 3, 2022)
ALBERTON ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Charter)
Exact Name of Registrant as Specified in its Charter)
British Virgin Islands
(State or Other Jurisdiction of Incorporation)
| 001-38715 |
|
N/A |
| (Commission File Number) |
|
(IRS Employer
Identification No.) |
| |
|
|
|
Room 1001, 10/F, Capital Center
151 Gloucester Road
Wanchai, Hong Kong |
|
N/A |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
+852 2117 1621
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction
A.2. below):
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth Alberton as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one ordinary share,
one redeemable warrant, and one right |
|
ALACU |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, no par value |
|
ALAC |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable
for one-half (1/2) of one ordinary share |
|
ALACW |
|
The Nasdaq Stock Market LLC |
| Rights, each to receive one-tenth (1/10) of one ordinary share |
|
ALACR |
|
The Nasdaq Stock Market LLC |
Item 8.01. Other Events.
On March 3, 2022, Alberton
Acquisition Corporation (the “Company”) received notice that the Nasdaq Listing Qualifications Panel (the “Panel”)
has granted the Company’s request for continued listing on The Nasdaq Capital Market pursuant to a further extension and subject
to, among other things, the Company’s demonstration of compliance with all initial listing standards required by The Nasdaq Stock
Market’s (“Nasdaq”) rules and consummation of the merger with SolarMax Technology, Inc. (“SolarMax”) by
April 26, 2022.
As previously disclosed, in December 2021, the
Company attended a hearing before the Panel, at which it presented its plan to regain 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
initial public offering registration statement. Following the hearing, and as disclosed on January 5, 2022, the Panel granted the Company’s
request to continue its listing on Nasdaq through the original March 14, 2022. On February 28, 2022, the Company submitted a request for
additional extension through April 26, 2022 because it needed additional time to prepare and include the audited financial statements
for the year ended December 31, 2021 for the Company and SolarMax in the registration statement on Form S-4 and the related proxy statement/prospectus
in connection with the merger, which request was granted by the Panel on March 3, 2022. The Panel stated that April 26, 2022 represents
the full extent of the Panel’s discretion to grant continued listing while the Company is non-compliant. As a result, if the merger
is not completed and the Company does not demonstrate compliance with the applicable Nasdaq listing requirements by April 26, 2022, the
Panel will issue a final delist determination and the Company will be suspended from trading on Nasdaq.
While the Company is working toward regaining
compliance with all applicable requirements for continued listing on Nasdaq, there can be no assurance that the Company will be able to
demonstrate compliance by the deadlines set forth above or that the Panel will grant the Company an extension in the event compliance
is not timely achieved.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 7, 2022
| |
ALBERTON ACQUISITION CORPORATION |
| |
|
| |
By: |
/s/ Guan Wang |
| |
|
Name: Title: |
Guan Wang
Chief
Executive Officer |
2
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