As filed with the Securities and Exchange Commission on ~~December 30, 2020.~~February 10, 2021.

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the business combination described in the enclosed Proxy Statement/Prospectus have been satisfied or waived.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

As used in this Registration Statement, the term “Registrant” refers to (i) prior to the Redomestication, Alberton Acquisition Corporation, a British Virgin Islands company, (ii) following Redomestication but prior to the consummation of the business combination, Alberton Acquisition Corporation, a Nevada corporation and (iii) upon and following the consummation of the business combination, SolarMax Technology Holdings, Inc., a Nevada corporation.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

7,249 UNITS (EACH UNIT COMPRISING ONE SHARE OF COMMON STOCK, ONE RIGHT ENTITLING THE HOLDER TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK AND ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE-HALF OF ONE SHARE OF COMMON STOCK), 1,413,480 SHARES OF COMMON STOCK (INCLUDING COMMON STOCK INCLUDED IN THE UNITS), 11,487,992 RIGHTS (INCLUDING RIGHTS INCLUDED IN THE UNITS) AND 12,902,472 WARRANTS (INCLUDING WARRANTS INCLUDED IN THE UNITS AND WARRRNTED ISSUED IN CONNECTION WITH THE EXTESNION) AND 7,600,035 COMMON STOCK UNDERLYING THE WARRANTS AND RIGHTS OF ALBERTON ACQUISITION CORPORATION (AFTER ITS REDOMESTICATION AS A CORPORATION INCORPORATED IN NEVADA, WHICH WILL BE RENAMED “SOLARMAX TECHNOLOGY HOLDINGS, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN) AND A MAXIMUM OF 27,855,199 SHARES OF COMMON STOCK TO BE ISSUED TO THE STOCKHOLDERS OF SOLARMAX AS THE MERGER CONSIDERATION PURSUANT TO THE MERGER AGREEMENT AS HEREINAFTER DEFINED.

To the Shareholders of Alberton Acquisition Corporation and the Stockholders of SolarMax Technology, Inc.:

On behalf of the boards of directors of Alberton Acquisition Corporation (“Alberton”) and SolarMax Technology, Inc. (“SolarMax”), we are pleased to enclose the joint proxy statement/prospectus relating to the proposed merger of Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly owned subsidiary of Alberton (“Merger Sub”) with and into SolarMax (the “Business Combination”), pursuant to an agreement and plan of merger dated as of October 27, 2020 (as amended or supplemented from time to time, the “Merger Agreement”) among Alberton, SolarMax and Merger Sub. It is proposed that, at least one day prior to the Business Combination, Alberton will domesticate from a British Virgin Islands company to a Nevada corporation (the “Redomestication”) so as to continue as a Nevada corporation. At the closing of the Merger (the “Closing”), Alberton will change its name to “SolarMax Technology Holdings, Inc.” (the “Successor”)

In connection with the Business Combination, shareholders of Alberton are cordially invited to attend the special meeting in lieu of an annual meeting of the shareholders of Alberton (the “Alberton Special Meeting”) to be held at [●] at [●]. Only shareholders who held ordinary shares of Alberton at the close of business on [●] will be entitled to notice of and to vote at the Alberton Special Meeting and at any adjournments and postponements thereof.

In connection with the Business Combination, stockholders of SolarMax are cordially invited to attend a special meeting of the stockholders of SolarMax (the “SolarMax Special Meeting”) to be held at 3080 12th Street, Riverside, California 92507 at [●].Only stockholders who held common stock of SolarMax at the close of business on [●] will be entitled to notice of and to vote at the SolarMax Special Meeting and at any adjournments and postponements thereof.

Alberton is a blank check corporation incorporated under the laws of the British Virgin Islands on February 16, 2018, 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. Alberton’s units, ordinary shares, warrants and rights are traded on The Nasdaq Capital Market (“Nasdaq”) under the symbols “ALACU,” “ALAC,” “ALACW” and “ALACR,” respectively. On [●], the closing sale prices of Alberton’s units, ordinary shares, warrants and rights were $[●], $[●], $[●] and $[●], respectively. Alberton has applied for the listing of the common stock of the Successor on Nasdaq following the consummation of the Business Combination, under the symbols “SMXT” and “SMXTW,” respectively. At the closing of the Business Combination, Alberton’s outstanding units will separate into their component shares of common stock, rights and warrants so that the units will no longer trade separately under “ALACU.” At the closing of the Business Combination, each of Alberton’s outstanding rights (including rights separately from the units upon closing) will automatically convert into one-tenth share of one common stock so that the rights will no longer trade separately under “ALACR.”

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.

At the Alberton Special Meeting, Alberton’s shareholders will be asked to vote on the following proposals, as more fully described in the accompanying joint proxy statement/prospectus: (i) the Redomestication Proposal, (ii) the Alberton Business Combination Proposal, (iii) the Successor Charter Proposal, (iv) the Incentive Plan Proposal, (v) the Share Issuance Proposal, (vi) the Director Election Proposal and (vii) the Alberton Adjournment Proposal, if presented (collectively, the “Alberton Proposals”).

Alberton’s board of directors unanimously determined that the Alberton Proposals are advisable, fair to and in the best interests of Alberton and its shareholders and unanimously recommends that Alberton’s shareholders vote “FOR” each of the Alberton Proposals.

At the SolarMax Special Meeting, SolarMax’ stockholders will be asked to vote on the following proposals, as more fully described in the accompanying joint proxy statement/prospectus (i) the SolarMax Business Combination Proposal, and (ii) the SolarMax Adjournment Proposal, if presented (collectively, the “SolarMax Proposals”).

SolarMax’ board of directors unanimously determined that the SolarMax Proposals are advisable, fair to and in the best interests of SolarMax and its stockholders and unanimously recommends that SolarMax’ stockholders vote “FOR” each of the SolarMax Proposals.

Your vote is very important. As a condition to the completion of the Business Combination (i) with respect to Alberton Proposals, (A) approval of each of the Redomestication Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, the Director Election Proposal (unless waived by SolarMax), and, if presented, the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy at the Alberton Special Meeting and (B) approval of the Alberton Business Combination Proposal requires the affirmative vote of a majority of outstanding Alberton Shares; and (ii) with respect to SolarMax Proposals, (A) approval of SolarMax Business Combination Proposal requires an affirmative vote of a majority of SolarMax’ outstanding voting shares and (B) approval of SolarMax Adjournment Proposal requires an affirmative vote of a majority of the stockholders present and voting at the meeting provided a quorum is present.

The obligations of Alberton and SolarMax to complete the Business Combination are subject to a number of conditions set forth in the Merger Agreement and are summarized in the accompanying joint proxy statement/prospectus. More information about Alberton and SolarMax, the Alberton Special Meeting and the SolarMax Special Meeting and the transactions contemplated by the Merger Agreement, is contained in the accompanying joint proxy statement/prospectus. You are encouraged to read the accompanying joint proxy statement/prospectus in its entirety, including the section entitled “Risk Factors” beginning on page 64.

We strongly support the Business Combination and the other transactions contemplated by the Merger Agreement and enthusiastically recommend that you vote in favor of the proposals presented to you for approval.

This proxy statement/prospectus provides shareholders of Alberton and SolarMax with detailed information about the Business Combination and other matters to be considered at the Alberton Special Meeting and SolarMax Special Meeting. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 64 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [●], and is first being mailed to Alberton’s shareholders

The accompanying document is the proxy statement of Alberton for its special meeting in lieu of an annual meeting of its shareholders, the proxy statement of SolarMax for its special meeting of its stockholders and the prospectus of Alberton for the securities of the Nevada corporation which will be the successor of Alberton (the “Successor”) to be issued in the Redomestication and the Business Combination. The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Alberton that is not included in or delivered with this joint proxy statement/prospectus. This information is available without charge to shareholders of Alberton and SolarMax upon written or oral request. You can obtain the documents incorporated by reference into the accompanying joint proxy statement/prospectus through the Securities and Exchange Commission website at www.sec.gov or by requesting them in writing or by telephone at the appropriate addresses or telephone numbers below:

In addition, if you have questions about the Business Combination or the accompanying joint proxy statement/prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact (with respect to Alberton) Advantage Proxy, the proxy solicitor for Alberton, toll-free at 1-877-870-8565 or collect at 1-206-870-8565, or SolarMax’ Chief Financial Officer on behalf of SolarMax at the address and telephone number set forth above. You will not be charged for any of these documents that you request.

See the section entitled “Where You Can Find More Information” beginning on page ~~276~~280 of the accompanying joint proxy statement/prospectus for further information.

Information contained on, or that can be accessed through the SolarMax website or any other website is expressly not incorporated by reference into and is not a part of this joint proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the applicable Special Meeting, or no later than [●].

You are cordially invited to attend the Alberton special meeting in lieu of annual meeting (the “Alberton Special Meeting”) of shareholders of Alberton Acquisition Corporation, which we refer to as “we,” “us,” “our,” “ALAC,” “Alberton,” or the “Company,” on [●] at [●]at [●]. This proxy statement is dated [●], and is first being mailed to shareholders of Alberton on or about [●].

At the Alberton Special Meeting, Alberton shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Alberton Business Combination Proposal,” to approve an agreement and plan of merger, dated as of October 27, 2020 (as amended, the “Merger Agreement”), by and among Alberton, Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of Alberton (“Merger Sub”), and SolarMax Technology, Inc., a Nevada corporation (“SolarMax”). Pursuant to the Merger Agreement, Merger Sub will merge with and into SolarMax, with SolarMax surviving the merger as a direct wholly-owned subsidiary of Alberton. We refer to such merger and other transactions contemplated in the Merger Agreement hereafter as the “Business Combination.”

The Merger Agreement provides for the merger of Merger Sub with and into SolarMax (the “Merger”), 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 equitably adjusted based on the conversion 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.

As consideration for the Merger, SolarMax stockholders as of immediately prior to the Effective Time (but excluding holders of SolarMax options) collectively will receive from Alberton, in the aggregate, a number of Alberton common stock equal to: (i) $300,000,000, divided by (ii) the Redemption Price (defined below) (such shares of Alberton common stock is referred as the “Stockholder Merger Consideration”). The holders of SolarMax options shall receive Assumed Options to purchase the number of shares of Alberton Common Stock as described above in accordance with the terms and conditions set forth in the Merger Agreement. For the purpose of the Merger Agreement, Redemption Price means a price per share equal to the price at which each Alberton public share is redeemed pursuant to the redemption by Alberton of its public stockholders in connection with Alberton’s initial business combination, as required by its articles of incorporation immediately prior to the Effective Time (the “Redemption”).

The Merger Agreement also provides that, immediately prior to the Closing, Alberton will redomesticate 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.” 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.

SolarMax’ directors, officers and 5% stockholders, who beneficially own approximately 41.6% of the voting common stock of SolarMax, executed Voting Agreements in favor of the Merger Agreement and transaction contemplated thereby. Sponsor of Alberton together with one major insider shareholder, constituting approximately 56.7% of the issued and outstanding capital of Alberton, executed Voting Agreement in favor of the Merger Agreement and transaction contemplated thereby.

In addition, as the date hereof, Initial Shareholders of Alberton, who own approximately 69.4% of our issued and outstanding ordinary shares, including all of the Founder Shares and Private Shares have agreed to vote for the Business Combination. Our Sponsor and one insider shareholder, collectively representing 56.7% of our issued and outstanding ordinary shares, have agreed to retain their Founder Shares and Private Shares for all periods relevant to our shareholder vote on vote all of their shares of Alberton ordinary shares in favor of the Merger Agreement and related transactions. As a result, the approval of each proposal by our public shareholders is not needed in order to approve the Alberton Proposals.

It is anticipated that, following the completion of the Business Combination and if there are no redemptions in connection with the Business Combination, and assuming the issuance of 27,855,199 shares of Common Stock as the Stockholder Merger Consideration applying the redemption price of $10.77 as of November 30, 2020, Alberton’s existing shareholders, including its Sponsor (as defined below), will retain a collective ownership interest of approximately 17.14% of the Successor, and SolarMax stockholders collectively will own a collective ownership interest of approximately 82.86% of the Successor. These percentages are calculated based on a number of assumptions (as described in the accompanying proxy statement) and are subject to adjustment in accordance with the terms of the Merger Agreement including any shares of Common Stock issued in any private placement. A copy of the Merger Agreement and one amendment to the Merger agreement are attached to the accompanying proxy statement as Annex A and A-1, respectively.

Our shareholders will also be asked to consider and vote upon the following proposals:

Each of these proposals is more fully described in the accompanying proxy statement, which each shareholder is encouraged to review carefully.

Our units, ordinary shares, rights, and warrants are currently listed on The Nasdaq Capital Market under the symbols “ALACU,” “ALAC,” “ALACR,” and “ALACW,” respectively. We will apply to continue the listing of Successor common stock and warrants on The Nasdaq Capital Market under the new symbols “SMXT” and “SMXTW,” respectively, upon the Closing. At the Closing, after giving effect of the Redomestication, each unit will separate into (1) one share of common stock of the Successor, par value $0.0001 per share (the “Common Stock”), (2) one warrant to purchase one-half of one share of Common Stock, and (3) one right to receive one-tenth of one share of Common Stock. Each holder of a right will at the Closing be entitled to receive one-tenth of one share of Common Stock, and both the units and the rights will cease trading at the Closing. No fractional share will be issued as a result of the issuance of shares for rights, and any right to a fractional share will be rounded up to the nearest whole share (in effect extinguishing any fractional entitlement), or the holder is entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares of Common Stock until the holder is entitled to receive a whole number.

Pursuant to the final prospectus filed with the Securities Exchange Commission (Registration No. 333-227652) (the “Prospectus”) dated October 24, 2018, Alberton has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”), for the benefit of Alberton’s public shareholders (individually a “Public Shareholder,” collectively, the “Public Shareholders”) and Alberton may disburse monies from the Trust Fund only: (i) to the Public Shareholders if Alberton fails to consummate its initial business combination (as such term is used in the Prospectus) before April 26, 2021 (the “Outside Date”), (ii) to the Public Shareholders in the event that they elect to redeem their ordinary shares of Alberton in connection with the business combination, (iii) with respect to any interest income earned on the Trust Fund balance, to pay taxes payable, or (iv) to Alberton after or concurrently with the Closing. As of the Record Date, the amount of the Trust Fund was $[●] and the estimated redemption price was $[●] per share.

Pursuant to Current Charter, currently registered by the Registrar of Corporate Affairs in the British Virgin Islands, and our Interim Charter, as applicable, we are providing our Public Shareholders with the opportunity to redeem, upon the Closing, Alberton ordinary shares then held by them for cash equal to the aggregate amount then on deposit in the trust account (which was $[●] per share at the redemption), including interest less taxes payable as permitted under the trust agreement, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 upon the consummation of an initial business combination (which will be replaced by “prior to or upon the consummation of an initial business combination” by the Interim Charter).

Public Shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal.

Holders of outstanding units must separate the underlying public shares, public rights, and public warrants prior to exercising redemption rights with respect to the public shares.

The holders of Alberton ordinary shares issued prior to our IPO have agreed to waive their redemption rights with respect to any capital stock they own in connection with the Closing, including their 2,871,998 shares of Alberton ordinary shares issued to our initial shareholders in a private placement prior to our IPO (the “Founder Shares”), 329,760 shares of Alberton ordinary shares underlying 329,760 units Alberton sold privately to the Sponsor in connection with the IPO (the “Private Shares” and “Private Units”), and public shares that they have purchased during or after the IPO, if any.

As the date hereof, Hong Ye Hong Kong Shareholding Co., Limited, which we refer to as the “Sponsor,” together with certain of its affiliates and our former and current officers and directors (collectively, the “Initial Shareholders”), own approximately 69.4% of our issued and outstanding ordinary shares, including all of the Founder Shares and Private Shares. In connection with Alberton IPO, Alberton entered into a letter agreement with each of the Initial Shareholders pursuant to which the Initial Shareholders agreed to vote any Alberton ordinary shares owned by them in favor of the Alberton Business Combination Proposal.

In connection with the execution of the Merger Agreement, Alberton delivered to SolarMax, Sponsor Voting Agreements signed by the Sponsor and one insider shareholder, collectively holding 2,617,278 Alberton Founder Shares and Private Shares, representing 56.7% of the voting rights of Alberton immediately prior to the Business Combination. Under the Sponsor Voting Agreements, the sponsor and the insider shareholder 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.

We are providing this proxy statement and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Regardless of whether you plan to attend the special meeting, we urge you to read this proxy statement carefully. Please pay particular attention to the section entitled “Risk Factors” commencing on page 64 of this proxy statement.

After careful consideration, our board of directors has unanimously approved and adopted the Merger Agreement and unanimously recommends that our shareholders vote FOR adoption and approval of the Alberton Business Combination and FOR all other proposals presented to our shareholders in the accompanying proxy statement. When you consider the board recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Certain Benefits of Alberton’s Directors and Officers and Others in the Business Combination.”

Approval of the Redomestication Proposal, the Alberton Business Combination Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, the Director Election Proposal, and, if presented, the Alberton Adjournment Proposal requires the affirmative vote of a majority of the votes entitled to vote thereon which are cast by shareholders present in person or represented by proxy at the special meeting (other than the Alberton Business Combination Proposal, which requires the affirmative vote of a majority of outstanding Alberton Shares ).

The boards of directors of Alberton, Merger Sub and SolarMax have already approved the Business Combination as well as the shareholder of Merger Sub.

Each redemption of Alberton common stock share by our Public Shareholders will decrease the amount in our trust account, which held $[●] of marketable securities at a redemption price of $[●] per share as of the Record Date.

Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Alberton Special Meeting. Once a valid quorum is established, a failure to vote your shares will have no effect on the outcome of any vote on the proposals to be considered at the Alberton Special Meeting. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of any vote on the proposals.

The transactions contemplated by the Merger Agreement will be consummated only if the Redomestication Proposal, the Alberton Business Combination Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Director Election Proposal (unless waived by SolarMax) are approved at the Alberton Special Meeting. In addition, (i) the Alberton Business Combination is conditioned on the approval of the Redomestication Proposal, (ii) the Successor Charter Proposal and the Share Issuance Proposal is conditioned on the approval of the Redomestication Proposal, and (iii) each of the Redomestication Proposal, the Successor Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Director Election Proposal is conditioned on the approval of the Alberton Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals described in the accompanying proxy statement. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the outcome of any vote on the proposals. If you are a shareholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE TRANSACTION IN ORDER TO REDEEM THEIR SHARES FOR CASH. THIS MEANS THAT PUBLIC SHAREHOLDERS WHO HOLD PUBLIC SHARES OF ALBERTON ACQUISITION CORPORATION ON OR BEFORE [●] (TWO (2) BUSINESS DAYS BEFORE THE SPECIAL MEETING) MAY ELECT TO REDEEM THEIR SHARES WHETHER OR NOT THEY ARE HOLDERS AS OF THE RECORD DATE, AND WHETHER OR NOT THEY VOTE FOR THE BUSINESS COMBINATION PROPOSAL. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND ANY SHARE CERTIFICATES DELIVERED BY YOU TO THE TRANSFER AGENT WILL BE RETURNED TO YOU. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

This proxy statement is dated [●], and is first being mailed to shareholders of Alberton on or about [●].

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “SolarMax Special Meeting”) of SolarMax Technology, Inc. (“SolarMax”), a Nevada corporation, will be held at 7:00 a.m. Pacific Time, on [●], 2021 at the offices of SolarMax located at 3080 12th Street, Riverside, California 92507. You are cordially invited to attend the SolarMax Special Meeting, which will be held for the following purposes:

These SolarMax Proposals are described in the accompanying joint proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of voting common stock of SolarMax at the close of business on [●], 2021 (the “SolarMax Record Date”) are entitled to notice of the SolarMax Special Meeting and to vote and have their votes counted at the SolarMax Special Meeting and any adjournments or postponements of the SolarMax Special Meeting.

After careful consideration, SolarMax’ board of directors (the “SolarMax Board”) has determined that the SolarMax Proposals are fair to and in the best interests of SolarMax and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the SolarMax Business Combination Proposal and “FOR” the SolarMax Adjournment Proposal, if presented.

The existence of any financial and personal interests of one or more of SolarMax’ directors may be argued to result in a conflict of interest on the part of such directors between what he, she or they may believe is in the best interests of SolarMax and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the SolarMax Proposals. See the section entitled “SolarMax Business Combination Proposal — Interests of SolarMax’ Directors and Officers in the Business Combination” in the accompanying joint proxy statement/prospectus for a further discussion of these interests.

In connection with entry into the Merger Agreement, SolarMax’ directors, officers and 5% stockholders,, who own approximately 41.6% of SolarMax’ voting common stock, have entered into voting agreements pursuant to which they have agreed to support and vote all of their shares of voting common stock in favor of the foregoing SolarMax Proposals.

The SolarMax Proposals must be approved as follows: (A) the SolarMax Business Combination Proposal requires the affirmative vote of a majority of the shares of outstanding common stock of SolarMax, and (B) the SolarMax Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of common stock of SolarMax present and voting at the meeting.

All holders of SolarMax voting common stock as of the SolarMax Record Date are cordially invited to attend the SolarMax Special Meeting in person. To ensure your representation at the SolarMax Special Meeting, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. You may also deliver your proxy by fax and email. If you are a holder of record of SolarMax voting common stock, you may also cast your vote in person or by proxy at the SolarMax Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the SolarMax Special Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided.

You may revoke your proxy in the manner described in the accompanying joint proxy statement/prospectus at any time before it has been voted at the special meeting. If you attend the SolarMax Special Meeting, you may vote your shares in person or by proxy even if you have previously submitted a proxy.

Whether or not you plan to attend the SolarMax Special Meeting, we urge you to read the accompanying joint proxy statement/prospectus (and any documents incorporated into the accompanying joint proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “Alberton,” “ALAC” and “SolarMax” refer to Alberton Acquisition Corporation (which prior to the Redomestication is a corporation incorporated under the laws of the British Virgin Islands and thereafter a corporation incorporated under the laws of the State of Nevada) and SolarMax Technology, Inc., a Nevada corporation, as applicable.

“Alberton” means Alberton Acquisition Corporation. (which prior to the Redomestication is a company incorporated under the laws of the British Virgin Islands and thereafter will be a corporation incorporated under the laws of the State of Nevada).

“Alberton Adjournment Proposal” means the proposal for Alberton shareholders to approve any decision by Alberton or its representatives to adjourn the Alberton Special Meeting to a later date or dates to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Alberton Special Meeting to approve the Redomestication Proposal and the Alberton Business Combination Proposal.

“Alberton Business Combination Proposal” means the proposal to be considered at the special meeting for the shareholders of Alberton to approve the Business Combination.

“Alberton Proposals” means (i) the Redomestication Proposal, (ii) the Alberton Business Combination Proposal, (iii) the Successor Charter Proposal, (iv) Incentive Plan Proposal, (v) the Share Issuance Proposal, (vi) the Director Election Proposal and (vii) the Alberton Adjournment Proposal, if presented.

“Alberton Shares” means before Redomestication, the ordinary shares, no par value, of Alberton; or after Redomestication, the shares of common stock, par value $0.0001 per share, of the Successor.

“Alberton Special Meeting” means the special meeting of the shareholders of Alberton, to be held at [●] on [●] at [●], and any adjournments or postponements thereof.

“Assumed Option” means each outstanding option to acquire SolarMax Stock (whether vested or unvested) that shall be assumed by the Successor in the Merger and automatically converted into an option to acquire shares of Successor common stock, with its price and number of shares equitably adjusted based on the conversion of the shares of SolarMax Stock into the Stockholder Merger Consideration.

“Business Combination” means the business combination of Alberton and SolarMax pursuant to the Merger Agreement.

“Closing Proceeds” means the sum of (i) the funds remaining in the Trust Account immediately prior to the Closing, after giving effect to the redemptions by Public Shareholders (but before giving effect to the payment of any expenses incurred in connection with the Merger Agreement or the Business Combination or repayment of any outstanding loans of Alberton).

“Chardan” means Chardan Capital Markets LLC, the sole book-running manager in Alberton’s IPO.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder.

“Combined Company” refers to Alberton and the SolarMax together following the consummation of the Business Combination.

“Companies Act” means the British Virgin Islands Business Companies Act 2004, as amended.

“Contribution” means an aggregate of approximately $124,164 by the 24^th day each such calendar month (or portion thereof), with the initial Contribution having been contributed on May 24, 2018.

“Consideration Shares” means the aggregate number of newly issued Alberton Shares equal to the Consideration divided by the Redemption Price.

“Current Charter” means the amended and restated memorandum and articles of association of Alberton that is currently in effect.

“Director Election Proposal” means the proposal to be considered at the Alberton Special Meeting to elect the members of the board of directors of the Successor.

“DWAC” means the depository trust company’s deposit/withdrawal at custodian system.

“Effective Time” means the Merger having become effective pursuant to its terms upon the consummation of the Business Combination.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Extension Loans” means the non-interest bearing loans from SolarMax to Alberton in the aggregate maximum principal amount of up to $402,696 in connection with the April 2020 Extension and October 2020 Extension.

“Extension Meetings” means, together, (A) a special meeting of shareholders of Alberton held on April 23, 2020, at which its shareholders approved (i) 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, 20020 to October 26, 2020 or such earlier date as determined by the Alberton Board; (the “April 2020 Extension”); and (B) a special meeting of shareholders of Alberton held on October 26, 2020, at which its shareholders approved (i) 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 Alberton Board (the “October 2020 Extension”).

“fair market value” shall mean the average reported last sale price of Alberton’s ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Alberton’s warrants.

“Founder Shares” means the 2,871,998 shares of Alberton’s ordinary shares purchased for $25,000 in the aggregate by Sponsor and certain former and current directors and officers of Alberton.

“Incentive Plan Proposal” means the proposal to be considered at the special meeting for the shareholders to adopt and approve the 2021 Long-Term Incentive Plan of the Successor.

“Initial Shareholders” means the initial shareholders of Alberton who currently hold Founder Shares.

“Interim Charter” means the articles of Incorporation of Alberton taking effect upon the Redomestication in place of the Current Charter, which will remove or amend those provisions of our Current Charter that terminate or otherwise cease to be applicable as a result of the Redomestication and to include the amendment of Article 47.4 of the Current Charter to change the words “upon such consummation” to “prior to or upon such consummation,” however will be replaced by Successor Charter upon the Closing.

“Interim Period” means certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms.

“IPO” means Alberton’s initial public offering of its units, common stock, rights and warrants pursuant to a registration statement on Form S-1 declared effective by the SEC on October 23, 2018 (SEC File No. 333-227652).

“Material Adverse Effect” as used in the Merger Agreement, means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, a material adverse effect upon (a) the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (b) the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions.

“Merger” means the statutory merger of Merger Sub with and into SolarMax (following the Redomestication) under the applicable provisions of the Nevada Law, with SolarMax remaining as the surviving entity.

“Merger Agreement” means the agreement and plan of merger, dated as of October 27, 2020, by and among Alberton, Merger Sub and SolarMax, as it may be amended and supplemented from time to time.

“Merger Consideration” means the number of Successor securities with an aggregate value equal to $300,000,000 to be issued to the holders of SolarMax common stock.

“Merger Sub” means Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of Alberton.

“Nevada Corporate Law” means the Chapter 78 of the Nevada Revised Statutes.

“Notes” means (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) a 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 ~~$261,348~~$332,022 issued by Alberton to SolarMax on September 4, 2020, October 8, 2020, November 10, 2020, ~~and~~ December 9, 2020, January 11, 2021 and up to ~~two~~one additional ~~notes~~note of $70,674 which may be issued to SolarMax, ~~each~~ in connection with the ~~principal amount~~extension of ~~$70,674~~the date that Alberton must complete its initial business combination (collectively, the “SolarMax Notes”).

“Private Rights” means the 329,760 rights, each to receive one-tenth of one Alberton’s ordinary share (or common stock following Redomestication) upon the consummation of the Business Combination, that are included in the Private Units purchased by the Sponsor.

“Private Units” means the 329,760 private units, each unit consisting of one Alberton’s ordinary share (or common stock following Redomestication), one warrant to purchase one-half of one Alberton’s ordinary share (or common stock following Redomestication) and one right to receive one-tenth of one Alberton’s ordinary share (or common stock following Redomestication) upon the consummation of the Business Combination that the Sponsor initially purchased in connection with the closing of the IPO and the exercise of Chardan’s over-allotment option.

“Private Warrants” means the 329,760 private placement warrants, each exercisable for one-half of one Alberton’s ordinary shares (or common stock following Redomestication) at $11.50 per share, that are included in the Private Units purchased by the Sponsor.

“Private Shares” means the 329,760 Alberton’s ordinary share (or common stock following Redomestication) that are included in the Private Units purchased by the Sponsor.

“Proposals” means the Redomestication Proposal, the Alberton Business Combination Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, the Director Election Proposal, the Alberton Adjournment Proposal (if presented), the SolarMax Business Combination Proposal and the SolarMax Adjournment Proposal (if presented).

“Public Shareholders” means the holders of Alberton Shares that were sold in Alberton’s IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Shares” means Alberton Shares sold in Alberton’s IPO (whether they were purchased in the IPO or thereafter in the open market).

“Record Date” means, in the case of Alberton, only holders of record of common stock of Alberton at the close of business on [●] (the “Alberton Record Date”) and in the case of SolarMax, only holders of record of common stock of SolarMax at the close of business on [●] (the “SolarMax Record Date”).

“Redemption Price” means an amount equal to price at which each Public Share is redeemed pursuant to the Redemption Rights (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two days prior to the consummation of the Business Combination in accordance with Alberton’s Current Charter, or the Interim Charter, as applicable.

“Redemption Rights” means rights to demand Redemption of the Public Shares into cash.

“Redemption” means the right of the holders of Alberton Public Shares to have their shares redeemed in accordance with the procedures set forth in this joint proxy statement/prospectus.

“Redomestication” means the continuation of Alberton by way of domestication of Alberton into a Nevada corporation, with the ordinary shares of Alberton becoming an equal number of shares of common stock of the Nevada corporation under Section 184 of the Companies Act and the applicable provisions of Nevada Law and all matters and necessary or ancillary changes in order to effect such Redomestication, including the adoption of the Interim Charter.

“Redomestication Proposal” means the proposal to be considered at the Alberton Special Meeting to approve the Redomestication.

“Second Extension Loan” means the amount SolarMax loaned to Alberton to cover the costs and expenses for Alberton to seek the approval of the Alberton’s stockholders to extend the deadline for Alberton to consummate its initial Business Combination prior to April 26, 2021 or such an earlier date that may be determined by the board of the directors of Alberton.

“Share Issuance Proposal” means the proposal to be considered at the special meeting for the shareholders of Alberton to approve, for purposes of complying with Nasdaq listing rules, the issuance of securities in excess of 20% of Alberton’s issued and outstanding common stock, including the shares of common stock issuable upon the exchange of such securities.

“SolarMax Adjournment Proposal” means the proposal to approve any decision by SolarMax or its representatives to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if there are insufficient votes at the time of the SolarMax Special Meeting to approve the SolarMax Business Combination Proposal and/or the Preferred Stock Conversion Proposal.

“SolarMax Business Combination Proposal” means the proposal for SolarMax stockholders to approve the Business Combination.

“SolarMax Group” means SolarMax and the direct and indirect subsidiaries of SolarMax.

“SolarMax Proposals” means (i) the SolarMax Business Combination Proposal and (ii) the SolarMax Adjournment Proposal, if presented.

“SolarMax Special Meeting” means the special meeting of the stockholders of SolarMax, to be held at [●] on [●] at [●], and any adjournments or postponements thereof.

“SolarMax Stock” means all shares of SolarMax common stock and preferred stock issued and outstanding immediately prior to the Effective Time.

“Sponsor” or “Hong Ye” means Hong Ye Hong Kong Shareholding Co., Limited.

“Sponsor Notes” unsecured promissory notes in the amount of $300,000 and $780,000, issued by Alberton to its Sponsors on July 6, 2018 and January 24, 2020, respectively.

“Sponsor Voting Agreement” means those voting agreements delivered by Alberton to SolarMax and executed by the Sponsor and one insider of Alberton.

“Stockholder Merger Consideration” means the shares of Successor common stock to be received by the stockholders of SolarMax immediately prior to the Closing as consideration for the Merger.

“Successor” means Alberton as a Nevada corporation by way of continuation following the Redomestication. In connection with the consummation of the Business Combination, Alberton will change its corporate name to “SolarMax Technology Holdings, Inc.”

“Successor Charter” means the amended and restated articles of incorporation of the Successor that, among others, changes the name of Alberton to SolarMax Technology Holdings, Inc. and removes or amend those provisions of the Interim Charter which terminate or otherwise cease to be applicable following the Closing.

“Trust Account” means the trust account of Alberton, which holds the net proceeds of Alberton’s IPO and the sale of the Alberton private units, together with interest earned thereon, less amounts released to pay income or other tax obligations and to meet working capital requirements.

“U.S. Holder” means any beneficial owner of Alberton Shares that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control the trust or (B) it has a valid election in place to be treated as a U.S. person.

“Voting Agreement” means those voting agreements delivered by SolarMax to Alberton and executed by certain of SolarMax’ stockholders who are certain holders of SolarMax.

SUMMARY OF The material terms of the proposals

This summary, together with the sections entitled “Questions and Answers for all Alberton Shareholders and SolarMax Stockholders,” “Questions and Answers about the Alberton Proposals” and “Questions and Answers about the SolarMax Proposals” summarizes certain information contained in this joint proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire joint proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters to be considered at the Alberton Special Meeting or the SolarMax Special Meeting, as applicable.

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.

On October 26, 2018, Alberton consummated its 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. Alberton 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, it consummated a private placement with Hong Ye Hong Kong Shareholding Co., Limited (“the “Sponsor”), of 300,000 private units at a price of $10.00 per private unit, generating gross proceeds of $3,000,000.

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.

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 such trust account to be $114,879,920.

As the date hereof, Alberton has issued promissory notes in the aggregate amount of $3,090,148 to the Sponsor and other third parties including three promissory notes in the total amount of $261,348 to SolarMax. In addition to the promissory notes, Alberton has received advancement from its Sponsor and its affiliate as working capital in the aggregated amount of $288,740. This indebtedness was incurred in connection with two extensions of the time that Alberton needs to complete its initial business combination or in support of its operation. The date by which Alberton was to have completed a Business Combination initially was April 27, 2020, which date was extended to October 26, 2020 and further extended to April 26, 2021. As a result, Alberton has until April 26, 2021 to consummate the Business Combination.

Alberton’s units, ordinary shares, rights, and warrants are each traded on the Nasdaq Capital Market under the symbols “ALACU,” “ALAC,” “ALACR,” and “ALACW,” respectively.

The mailing address of Alberton’s principal executive office is Room 1001, 10/F, Capital Center, 151 Gloucester Road, Wanchai, Hong Kong.

The Redomestication Proposal

Alberton is proposing to redomicile from the British Virgin Islands to become a Nevada corporation by way of its continuation out of the British Virgin Islands under Section 184 of the Companies Act, and the applicable provisions of the Nevada Law so as to continue as a Nevada corporation, at least one day prior to the Closing. The Redomestication is expected to become effective one day prior to the Closing by filing a notice of continuation out of the British Virgin Islands with the British Virgin Islands Registrar of Corporate Affairs under Section 184 of the Companies Act and in connection therewith to file the Interim Charter with the Secretary of State of the State of Nevada, under which we will be domesticated and continue as a Nevada corporation. Upon the effectiveness of the Redomestication, Alberton will become a Nevada corporation and, upon the consummation of the Business Combination, Alberton will change its corporate name to “SolarMax Technology Holdings, Inc.” and all outstanding securities of Alberton will be deemed to constitute outstanding securities of the Successor, as described in more detail in the accompanying joint proxy statement/prospectus. For more details of Redomestication Proposal, please read the section entitled “The Redomestication Proposal.”

The Alberton Business Combination Proposal

Alberton and SolarMax have agreed to a Business Combination under the terms of the Merger Agreement dated as of October 27, 2020 by and among Alberton, Merger Sub and SolarMax as amended on November 10, 2020. Please see the section entitled “The Alberton Business Combination Proposal.”

Merger Consideration

As consideration for the Merger, SolarMax stockholders as of immediately prior to the Effective Time (but excluding holders of SolarMax options) collectively will receive from Alberton, in the aggregate, a number of Alberton common stock equal to: (i) $300,000,000, divided by (ii) the Redemption Price (defined below) (such shares of Alberton common stock is referred as the “Stockholder Merger Consideration”). The holders of SolarMax options shall receive Assumed Options to purchase the number of shares of Alberton Common Stock as described above in accordance with the terms and conditions set forth in the Merger Agreement. For the purpose of the Merger Agreement, Redemption Price means a price per share equal to the price at which each share of Alberton common stock is or would be redeemed pursuant to the redemption by Alberton of its public stockholders in connection with Alberton’s initial business combination, as required by its amended and restated Articles of Incorporation immediately prior to the Effective Time (the “Redemption”).

Covenants of the Parties

Each party agreed in the Merger Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the “Interim Period”).

The Merger Agreement and the consummation of the transactions contemplated thereby requires the approval of both Alberton shareholders and SolarMax stockholders. Alberton agreed, as promptly as practicable after the date of the Merger Agreement, to prepare, with the reasonable assistance of SolarMax, and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the issuance shares of Stockholder Merger Consideration to the SolarMax stockholders, and containing a joint proxy statement/prospectus for the purpose of (i) Alberton soliciting proxies from the shareholders of Alberton to approve the Merger Agreement, the transactions contemplated thereby and related matters (the “Alberton Shareholder Approval”) at a special meeting of Alberton’s shareholders (the “Alberton Special Meeting”) and providing such stockholders an opportunity of Redemption, and (ii) SolarMax soliciting proxies from the stockholders of SolarMax to approve the Merger Agreement, the transactions contemplated thereby and related matters (the “SolarMax Stockholder Approval”) at a special meeting of SolarMax’ stockholders (the “SolarMax Special Meeting”).

SolarMax’ directors, officers and 5% stockholders of SolarMax who own approximately 41.6% of the voting common stock of SolarMax, executed Voting Agreements in favor of the Merger Agreement and transaction contemplated thereby. The Sponsor of Alberton together with one major insider shareholder, constituting approximately 56.7% of the issued and outstanding capital of Alberton, executed Voting Agreement in favor of the Merger Agreement and transaction contemplated thereby.

The parties also agreed to take all necessary action, so that effective at the Closing, the entire board of directors of Alberton will consist of those individuals who are directors of SolarMax on the Effective Date plus one individual to be designated by Alberton who shall meet the Nasdaq requirement for an independent director and shall be acceptable to SolarMax.

Conditions to Consummation of the Merger

The obligations of the parties to consummate the Merger is subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Merger Agreement and the transactions contemplated thereby and related matters by the requisite vote of Alberton’s shareholders and SolarMax’ stockholders; (ii) receipt of requisite regulatory approvals; (iii) no law or order preventing or prohibiting the Merger or the other transactions contemplated by the Merger Agreement; (iv) no pending litigation to enjoin or restrict the consummation of the Closing; (v) Alberton having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption, consummation of the Merger and any private financings; (vi) the Domestication, (vii) the election or appointment of members to the Alberton’s board of directors as described above; (vii) the effectiveness of the Registration Statement, and (viii) being advised by Nasdaq that upon consummation of the Merger, Alberton shall continue to be listed on the Nasdaq Capital Market and all outstanding deficiencies have been addressed to the satisfaction of Nasdaq.

In addition, unless waived by SolarMax, the obligations of SolarMax to consummate the Merger are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

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The representations and warranties of Alberton being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect);

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Alberton having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with on or prior the date of the Closing;

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Absence of any Material Adverse Effect with respect to Alberton since the date of the Merger Agreement which is continuing and uncured;

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Alberton having received net proceeds from the financings sufficient such that, after giving effect to the Merger, the Redemption and the receipt of such net proceeds, Alberton will satisfy the application listing requirements of Nasdaq (“Financing Requirement”); and

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Alberton having satisfied all deferred underwriting fees and expenses, including deferred fee and other obligations arising from Alberton’s initial public offering and all notes that re outstanding as of September 3, 2020 by delivery of outstanding sponsor shares.

Unless waived by Alberton, the obligations of Alberton and the Merger Sub to consummate the Merger are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

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The representations and warranties of SolarMax being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect);

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SolarMax having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with on or prior to the Closing Date;

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Absence of any Material Adverse Effect with respect to SolarMax since the date of the Merger Agreement which is continuing and uncured; and

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Alberton having received a copy of duly executed Lock-Up agreements by certain significant SolarMax stockholders (or such SolarMax stockholders otherwise being subject to substantially similar transfer restrictions).

In the event that the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, termination and termination fees, waiver of claims against the trust, and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto except for liability for any fraud claims or willful breach of the Merger Agreement prior to such termination.

Sponsor Support

During the Interim Period, Alberton shall obtain the agreement of the underwriter in its initial public offering and the holders of its promissory notes that were outstanding as of September 3, 2020 that all deferred underwriting and related fees due to such underwriter and all of such outstanding promissory notes shall be settled by the delivery by the sponsor and its affiliate of shares of Alberton securities owned by them.

During the Interim Period, Alberton shall obtain agreement of its sponsor to transfer to Alberton for cancellation such number of Alberton shares equal to the cash paid by the surviving corporation after the Merger to pay all of Alberton’s liabilities, including contingent liabilities, on the closing date (other than Alberton Closing Expenses, defined below) divided by the Redemption Price (such arrangement is referred as “Sponsor Expenses Support”).

Related Agreements

The Sponsors and ~~certain of~~ the officers, directors and certain stockholders of SolarMax holding at least 1% of the outstanding shares of capital stock of SolarMax ~~on a fully diluted basis prior to the Closing~~ have agreed that they will not, subject to certain exceptions, transfer, sell, tender or otherwise dispose of the shares of common stock of the Successor that they will receive as a result of the Merger for a certain period of time. Such ~~shareholders~~stockholders will enter into lock-up agreements prior to the closing to evidence such restrictions. Please read the section entitled “The Business Combination Proposals — Lock-Up Agreement.”

In addition, at the time of entry into the Merger Agreement, SolarMax provided Alberton with the executed Voting Agreements from directors, officers and 5% stockholders of SolarMax, who collectively beneficially own approximately 41.6% of the issued and outstanding voting stock of SolarMax. Under the Voting Agreements, the SolarMax stockholders party thereto will generally agree to vote all of their SolarMax 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 SolarMax stockholder’s ability to perform its obligations under the Voting Agreement. Each Voting Agreement prevents transfers of the SolarMax shares held by the SolarMax stockholder party thereto between the date of the Voting Agreement and the date of the meeting of SolarMax stockholders.

Each of the Sponsor and one insider of Alberton, who collectively beneficially own approximately 56.7% of the issued and outstanding ordinary shares of Alberton, entered into a voting agreement (the “Sponsor Voting Agreements”) whereby they have agreed to vote all of their shares of Alberton in favor of the Merger Agreement and the 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 Agreements. The Sponsor Voting Agreements prevents transfers of the Alberton shares held by the Sponsors and the insider shareholder between the date of the Sponsor Voting Agreements and the date of the meeting of Alberton shareholders.

The Successor Charter Proposal

Alberton is proposing that its shareholders approve and adopt, subject to and conditional on the Redomestication and the Closing (but with immediate effect from the latter), amendment to Alberton’s Interim Charter, as set out in the draft amended and restated articles of incorporation (charter) appended to this proxy statement/prospectus as Annex C (the “Successor Charter”) to (1) change the name of Alberton to SolarMax Technology Holdings, Inc., (2) remove or amend those provisions of our Interim Charter which terminate or otherwise cease to be applicable following the Closing, and (3) includes other provisions as described under “The Successor Charter Proposal.”

The Incentive Plan Proposal

Alberton is proposing that its shareholders approve the 2021 Long-Term Incentive Plan (the “Incentive Plan”) which will become effective at the Effective Time of the Merger and will be used by the Successor on a going-forward basis following the Closing. The Incentive Plan has the following principal features:

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Types of Awards: The Incentive Plan provides for the following types of awards: incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares.

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Grant of Awards; Shares Available for Awards: Certain employees, directors and consultants will be eligible to receive grants of awards under the Incentive Plan. If the shareholders approve the Incentive Plan Proposal, the number of shares of common stock available for issuance under the Incentive Plan will be equal to 5% of the Successor’s common stock outstanding at the Effective Time after giving effect to the issuance of the Merger Consideration and any shares of Common Stock issued in a private placement or other transaction prior to or upon or in connection with the Closing, , plus the number of shares of Common Stock as would be issuable upon exercise of upon all Assumed Options (regardless of whether such options have vested), plus an annual increase of 5% on the first day of each fiscal year beginning with the year beginning January 1, 2022, as discussed in more detail in the Incentive Plan Proposal. Based on a redemption price of $10.77 as of November 30, 2020, the number of shares of Successor common stock subject to the Assumed Options would be 4,482,078 shares. This number is subject to adjustment and the final number will be based on the number of Assumed Options on the Closing Date and the Redemption Price.

●

Stock Options: Stock options in the form of non-qualified stock options or incentive stock options may be granted under the Incentive Plan. The exercise price of any options granted under the Incentive Plan must at least be equal to the fair market value of the Successor’s common stock on the date of grant. The term of an incentive stock option may not exceed ten years, except that with respect to any participant who owns more than 10% of the voting power of all classes of the Successor’s outstanding stock, the term must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date.

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Stock Appreciation Rights: Stock appreciation rights may be granted under the Incentive Plan. Stock appreciation rights may not have a term exceeding ten years and the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

●

Restricted Stock and Restricted Stock Units. Restricted stock and restricted stock units may be granted under the Incentive Plan. The Incentive Plan administrator may impose whatever conditions to vesting it determines to be appropriate; provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed.

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Performance Units and Performance Shares. Performance units and performance shares may be granted under the Incentive Plan. The Incentive Plan administrator may impose whatever conditions to vesting it determines to be appropriate which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants; provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed.

The Alberton Board has concluded that the adoption of the Incentive Plan will promote the purposes of the 2021 Long-Term Incentive Plan which are to:

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Attract and retain the best available personnel for positions of substantial responsibility;

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Provide additional incentive to employees, directors and consultants; and

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Promote the success of the Successor’s business.

A summary of the Incentive Plan is set forth in the section entitled “The 2021 Long-Term Incentive Plan Proposal” of this joint proxy statement/prospectus and a complete copy of the 2021 Long-Term Incentive Plan is attached hereto as Annex D. Please see the section entitled “The Incentive Plan Proposal.”

The Share Issuance Proposal

The Nasdaq listing rules require that Alberton obtain shareholder approval for issuances of securities in excess of 20% of its issued and outstanding common stock prior to the issuance. In connection with the approval of the Alberton Business Combination Proposal, Alberton’s shareholders will be asked to consider and vote upon a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of securities in excess of 20% of Alberton’s issued and outstanding common stock, including the shares of Alberton’s common stock issuable upon the exchange of such securities and financing in connection with the consummation of the Business Combination. Please see the section entitled “The Share Issuance Proposal.”

The Director Election Proposal

Pursuant to the Merger Agreement, Alberton is proposing the election by shareholders of the following individuals, who will take office immediately following the Closing and who will constitute all the members of the board of directors of the Successor: David Hsu, Simon Yuan, Wei Yuan Chen, Jinxi Lin, Wen-Ching (Stephen) Yang, Ph.D., Lei Zhang, Ph.D. and ~~[●].~~Lei (Stacy) Zhang. In addition, it is anticipated that David Hsu will be designated Chairman of the Successor’s board of directors. Please see the section entitled “The Director Election Proposal.”

The Alberton Adjournment Proposal

The Alberton Adjournment Proposal, if adopted, will allow its board of directors to adjourn the special meeting of shareholders to a later date or dates to permit further solicitation of proxies. The Alberton Adjournment Proposal will only be presented to Alberton’s shareholders in the event that, based on the tabulated votes, there are not sufficient votes at the time of the Alberton Special Meeting to approve one or more of the proposals presented at such meeting. In no event will the board of directors adjourn the Alberton Special Meeting or consummate the Merger beyond the Outside Date. Please see the section entitled “The Alberton Adjournment Proposal.”

Date, Time and Place of Special Meeting of Alberton’s Shareholders

The Alberton Special Meeting will be held at [●], on [●], at [●], or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Alberton Proposals.

Alberton Record Date; Outstanding Shares; Shareholders Entitled to Vote

Alberton has fixed the close of business on [●], as the Alberton Record Date for determining Alberton shareholders entitled to notice of and to attend and vote at the Alberton Special Meeting. As of the close of business on [●], there were 4,615,238 Alberton Ordinary Shares outstanding and entitled to vote. Each Alberton Ordinary Share is entitled to one vote per share at the Alberton Special Meeting.

In connection with our IPO, Alberton entered into a letter agreement with each of the Initial Shareholders pursuant to which the Initial Shareholders agreed to vote any Alberton ordinary shares owned by them in favor of the Alberton Business Combination Proposal. Collectively, Alberton Initial Shareholders own 69.4% of the voting rights of Alberton immediately prior to the Business Combination.

Proxy Solicitation

Proxies with respect to the Alberton Special Meeting may be solicited by telephone, by facsimile, by mail, on the Internet or in person. We have engaged Advantage Proxy to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Alberton Special Meeting. A shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting of the Shareholders of Alberton — Revoking Your Proxy-Changing Your Vote.”

Redemption Rights

Pursuant to our Current Charter and Interim Charter which will take effect upon the Redomestication, as applicable, in connection with the Business Combination, our public shareholders may elect to have their public shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Current Charter and the Interim Charter. As of ~~[●],~~the Record Date, this would have amounted to approximately $[●] per share. If a holder exercises its redemption rights, then such holder will be exchanging its Alberton public shares for cash and will no longer own Alberton public shares and will not participate in the future growth of Alberton, if any, other than the shares received as a result of conversion of rights and the shares to be received as a result of exercise of warrants. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting in Lieu of Annual Meeting of Alberton Shareholders”— Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Business Combination on Alberton’s Public Float

We anticipate that, upon the completion of the Business Combination, assuming there are no redemptions, and assuming the issuance of 27,855,199 shares of Common Stock as the Merger Consideration to SolarMax stockholders upon the Closing (subject to adjustments for Redemption Price and rounding-up for fractional shares), and without taking account of the cancellation of Founder Shares and/or Private Shares owned by the Sponsor and issuances of additional shares in connection with any potential private placement or back-stop financing,. Alberton’s shareholders, including the Initial Shareholder and the Public Shareholders, will retain an ownership interest of 17.14% in Alberton post-Closing and the SolarMax stockholder will receive, in the aggregate, an ownership interest of 82.86% in Alberton post-Closing. These relative percentages assume the automatic conversion of 11,817,752 rights of Alberton into 1,181,775 shares of Common Stock at the Closing. In addition, if any of our public shareholders exercises its redemption rights and such shares are redeemed, the aggregate ownership interest of our public shareholders in Alberton post-Closing will decrease and the ownership interest of our Initial Shareholders and the ownership interest of SolarMax stockholders in Alberton post-Closing, will increase.

The shares issued to the SolarMax stockholders (other than shares held by SolarMax’ affiliates and other SolarMax stockholders who have signed lock-up agreement), will be included in the public float. ~~The~~ SolarMax ~~stockholders are~~is to deliver to the transfer agent the documentation necessary for the issuance of the Common Stock to be issued to ~~them.~~the SolarMax stockholders. Based on the issuance of 27,855,199 shares, at least 50 SolarMax stockholders, who are not affiliates of SolarMax and who are not subject to a lock-up agreement, will own at least 4,344,681 shares of Common Stock, which will be included in the public float.

Upon the Closing, Alberton will own 100% of the issued and outstanding common stock of SolarMax. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by our existing shareholders in Alberton post-Closing will be different. These ownership percentages with respect to Alberton following the Business Combination do not take into account: (i) the 11,487,992 public warrants to purchase up to a total of 5,743,996 ~~Company Ordinary~~Alberton Shares, (ii) the 329,760 private warrants to purchase up to a total of 164,880 ~~Company Ordinary~~Alberton Shares, (iii) the 1,414,480 Extension Warrants to purchase up to a total of 707,240 Alberton Shares; (iv) the unit purchase option, held by the underwriters in our IPO, to purchase up to 500,500 ~~Company Ordinary~~Alberton Shares, 500,500 rights to receive 50,050 ~~shares of Common Stock,~~Alberton Shares, and 500,500 warrants to purchase up to a total of 250,250 ~~shares of Common Stock~~Alberton Shares that will remain outstanding following the Business Combination, ~~(iv)~~(v) the issuance of any shares of Common Stock under the Assumed Options and SolarMax convertible notes at the Closing, ~~(v)~~(vi) any Common Stock or convertible securities issued in a private placement in connection with the Merger, or ~~(vi)~~(vii) cancellation and forfeiture of certain Founder Shares and/or Private Shares owned by the Sponsor. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Alberton’s existing shareholders in Alberton will be different. See “Summary of the Material Terms of the Proposals — Impact of the Business Combination on Alberton’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Risk Factors

Following the Closing of the Merger, we will have no direct operations and no significant assets other than the ownership of 100% of SolarMax’ capital stock, and our business will be the business conducted by SolarMax. In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 64.

Summary of Risk Factors

Risks Relating to Alberton

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Redemptions in connection with previous extensions of the date for Alberton to complete a Business Combination may make it difficult for us to complete the Business Combination.

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We are presently not in compliance with Nasdaq’s requirements relating to the number of round lot stockholders. Because of our stockholder base and our need to have substantial cash to complete the merger, we may not be able to meet Nasdaq’s initial listing requirements. If we are not in compliance with all of Nasdaq’s initial listing requirements, we are not likely to complete the merger with SolarMax.

●

Because our officers and directors can approve the business combination without the approval of any other shareholders and shareholders do not have appraisal rights, if shareholders do not approve the merger, they may exercise their right to have their shares redeemed, which may make it difficult to complete the Business Combination.

Risk Relating to SolarMax

●

SolarMax’ financial statements have a going concern paragraph.

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SolarMax has sustained losses since its organization. It incurred losses of $1.0 million, $9.0 million and $14.7 million for the nine months ended September 30, 2020 and the years ended December 31,2019 and 2018, respectively, and had negative cash flow from operations of $22.9 million, $48.8 million and $14.9 million for the nine months ended September 30, 2020 and the years ended December 31, 2019 and 2018, respectively.

●

SolarMax has a deficit in stockholders’ equity of $7.9 million at September 30, 2020. As a result, in order to meet the Nasdaq stockholders’ equity requirement of $4.0 if the market value of the listed securities is at least $50.0 million or $5.0 million if the market value of listed securities test is not met, we will need to raise in the range of $12.5 million to $13.5, which can come from the trust account to the extent that public stockholders do not exercise their redemption right and which assumes that sponsor shares are used to satisfy certain of Alberton’s debt obligations as required by the Merger Agreement.

●

The only customer of SolarMax’ China segment since the middle of 2019 has been State Power Investment Corporation Guizhou Jinyuan Weining Energy Co., Ltd. (“SPIC”), which is a large state-owned enterprise. As of the date of this proxy statement/prospectus, SolarMax does not have any agreement for the China segment to perform any services other than the one contract with SPIC for which it is completing the work. Prior to 2020, most of the revenue from SolarMax’ China segment was derived from a related party. Unless SolarMax’ China segment can generate business from other customers, it may not be able to develop its business.

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SolarMax’ ability to generate business from SPIC may be subject to government policies relating to such factors as the terms on which SolarMax sells the project and SPIC’s procurement policies. As a state-owned enterprise, SPIC may favor Chinese companies over subsidiaries of a United States company.

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SolarMax needs to obtain project financing for its China segment on a project by project basis, and the inability to obtain such financing may impair its ability to generate contracts for solar farm projects in China.

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SolarMax need to obtain funding to expand its program to finance the sale of its solar systems in the United States.

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SolarMax borrowed $55.5 million from two related party partnerships. The funding was made pursuant to the United States government’s EB-5 program, and the lenders made loans from the proceeds of capital contributions of the limited partners who made their investment in the limited partnerships as part of the EB-5 program. The loans are secured and are payable 48 months from the date of the advance and may be extended by the lender as may be necessary to meet applicable USCIS immigrant investor visa requirements, which is the date when the final step of the EB-5 visa process is completed and the limited partners of the lender can become lawful permanent residents of the United States. As of September 30, 2020, the initial four-year term of all of the loans had expired and the loans are on extension until the limited partners have met the USCIS requirements. As the loans matured, SolarMax offered the limited partners, in lieu of the payment by the limited partnership, a convertible note with a five-year term with the principal payable in installments. As of ~~December 18, 2020,~~February 5, 2021, notes to the limited partnerships in the aggregate principal amount of ~~$34.5~~$32.0 million were outstanding, and convertible notes payable to former limited partners in the principal amount of $19.4 million were outstanding. Of the ~~$34.5~~$32.0 million notes to the limited partnerships, limited partners who made investments of ~~$13.0~~$11.0 million can presently demand repayment by the limited partnership of their investment. SolarMax cannot predict when payment of the remaining ~~$21.5~~$21.0 million will be due or when the limited partners will seek a return of their investment. The Successor will offer the limited partners notes that are similar to the notes issued by SolarMax. If the limited partners do not accept convertible notes, we will need to use our cash to pay the notes. The total principal amount of the note substantially exceeds the available cash that we will have at the closing of the Merger, and it will be necessary for us to raise funds to make the payment or revise the terms of the convertible notes. We can give no assurance as to whether we will be able to refinance these loans on reasonable, if any terms. Further, if the limited partners accept convertible notes, the sale of the underlying shares or the market’s perception of the effect of the sale of such shares may have a material adverse effect upon the price of our common stock.

●

In addition to the notes relating to the EB-5 program, SolarMax requires substantial cash for its operations and to pay its short-term debt, and obligations due to related parties. In addition to short-term loans of approximately $3.2 million, SolarMax owes its chief executive officers and its former executive vice president and one other former employee approximately $1.3 million in connection with SolarMax’ repurchase of their stock, and at ~~November 30, 2020,~~January 31, 2021, SolarMax owed its chief executive officer and former executive vice president a total of approximately ~~$1.64~~$1.7 million for deferred salary and bonus due pursuant to their employment agreements, all of which are due following completion of the Merger.

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Because SolarMax is a privately-owned company and is not subject to the requirements relating to the establishment and maintenance of internal controls over financial accounting and reporting as required of a public company, it has not established effective internal controls over financial accounting and reporting, and it may be unable to establish effective internal controls. Our failure to establish such controls could affect the market for our stock, our stock price and our ability to continue to be listed on Nasdaq.

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The effect of the COVID-19 pandemic and steps taken by California and China to address the pandemic as well as any additional steps which California may take to address the recent spike in positive tests, increased deaths and the concern of overcrowded hospital conditions, may materially impact SolarMax’ financial condition, liquidity or results of operations.

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Because SolarMax does not recognize revenue on its solar farm projects in China until it has completed its obligations under the contract, and because it historically has performed work on a very limited number of projects at any one time on projects that require a significant time from commencement until SolarMax’ obligations are complete, and presently is working on one project, it can experience significant changes from quarter to quarter in the results of operations from its China segment.

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SolarMax is dependent upon its chief executive officer and the head of its China segment, and, unless we are able to identify, hire and retain qualified senior and middle management personnel, we may not be able to develop our business or implement necessary internal controls.

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SolarMax’ ability to sell its systems in the United States is dependent upon tax incentives and other programs that encourage the use of solar energy.

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Because of the rapid development of solar panels and other components for solar systems, SolarMax may be subject to inventory obsolescence.

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Because SolarMax derives most of its United States revenue from sales of its solar energy systems in California, SolarMax depends on the economic and regulatory climate and weather and other conditions in California.

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Because SolarMax provides a production guarantee for some solar systems in California, it may incur additional costs if the output of its systems does not meet the required minimums.

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Because SolarMax’ directors and executive officers may beneficially own approximately 22.8% of our outstanding common stock after the Merger, they may be able to significantly affect any action which requires stockholder approval.

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As long as we are an “emerging growth company,” our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting.

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SolarMax is subject to numerous risks in engaging in business in China, including, but not limited to, changes in policies of the Chinese government, a deterioration in the relationships between the United States and China, the legal system in China which may not adequately protect our rights, change in the Chinese economy and steps taken by the government to address the changes, inflation, adverse weather conditions, fluctuations in the currency ratio between the U.S. dollar and the RMB, currency exchange restrictions, the interpretation of tax laws, tariffs and importation regulations.

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SolarMax’ China segment is subject to numerous regulations in China, including but not limited to, regulations relating to investments in its China subsidiaries, labor laws and other laws relating to employee relations, licensing, the development, construction and operation of solar power projects, and the sale of power generated from the projects, cybersecurity and the failure to comply with any such regulations may impair our ability to operate in China.

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Under Chinese law, SolarMax’ Chinese subsidiaries isare limited in ~~its~~their ability to pay dividends to SolarMax, which may impair our ability to pay dividends and to fund our United States segment.

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Because we must comply with the Foreign Corrupt Practices Act, we may face a competitive disadvantage in competing with Chinese companies that are not bound by those prohibitions.

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We intend to use any cash we generate for our operations and we do not anticipate paying cash dividends on our common stock in the near future.

Organizational Structure

The following diagrams illustrates the ownership structure of Alberton, which will be renamed SolarMax Technology Holdings, Inc., immediately following the Business Combination.

SolarMax United States Segment

SolarMax China Segment

Board of Directors of Alberton Following the Business Combination

Upon the Closing, we anticipate that the size of our board of directors will increase to seven directors, who will be voted on by our shareholders at the Alberton Special Meeting. The current members of our board have informed us that they will resign from our board of directors upon the Closing. The board of directors post-closing will consist of those individuals who are directors of SolarMax on the Closing plus one individual to be designated by Alberton who shall meet the Nasdaq requirement for an independent director and shall be acceptable by SolarMax. Therefore, if the Business Combination is consummated and the Director Election Proposal is approved, our board of directors will consist of David Hsu, Simon Yuan, Wei Yuan Chen, Jinxi Lin, Wen-Ching (Stephen) Yang, Ph.D., Lei Zhang, Ph.D. and ~~[●]~~Lei (Stacy) Zhang . See the sections entitled “Director Election Proposal” and “the Business Combination.”

Appraisal Rights

Appraisal rights are not available to our shareholders in connection with the Business Combination.

Alberton’s Board of Directors’ Reasons for the Approval of the Business Combination

We were organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

The Business Combination resulted from a thorough search for a potential target, utilizing our resources along with the investment and operation experience of our management team and board of directors. The terms of the Business Combination are the result of extensive negotiations between Alberton and SolarMax.

From the date of our IPO through the execution of the Merger Agreement on October 27, 2020, we evaluated various potential target companies. We have followed the initial set of criteria and guidelines outlined in the Prospectus to assess the value and the growth of the potential target. In reviewing various aspects of SolarMax, our board has identified the following factors that underlie our assessment.

	●	Integrated Solar Energy Operation. SolarMax operates in two segments, (a) its U.S. operations consist primarily 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.

	●	Business where Alberton could add value. SolarMax requires capital in order to support and further its business development. Alberton Board believes that Alberton, as a Nasdaq-listed public company, could provide a portal for SolarMax to achieve its goals within the solar energy industry, so that SolarMax could effectively conduct its business plan.;

The Alberton Board has also considered a number of factors to approve the Business Combination, including, but not limited to:

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the business, history, and credibility of SolarMax and its affiliates;

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the likelihood that the Business Combination will be completed;

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the terms of the Merger Agreement and the belief that the terms of the Merger Agreement, including the representations, warranties, covenants, and conditions to the parties’ respective obligations, are reasonable in light of the entire transaction;

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the view of Alberton’s management as to the financial condition, results of operations, and business of SolarMax before and after the Business Combination based on due diligence;

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the fact that consummating the Business Combination will mean Alberton cannot pursue other alternatives that potentially could result in a greater value for Alberton;

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the risk that the Business Combination may not be completed in a timely manner or at all; and

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various other risks associated with the Business Combination.

Conditions to Closing of the Business Combination

In order to close the Business Combination and assuming that a quorum is present at the Meeting, the affirmative vote of a majority of the holders of outstanding Alberton Shares voting at the Meeting in person or by proxy will need to vote in favor of the Business Combination Proposal.

The obligations of the parties to consummate the Merger is also subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Merger Agreement and the transactions contemplated thereby and related matters by the requisite vote of Alberton’s shareholders and SolarMax’ stockholders; (ii) receipt of requisite regulatory approvals; (iii) no law or order preventing or prohibiting the Merger or the other transactions contemplated by the Merger Agreement; (iv) no pending litigation to enjoin or restrict the consummation of the Closing; (v) Alberton having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption, consummation of the Merger and any private financings; (vi) the Domestication, (vii) the election or appointment of members to the Alberton’s board of directors as described above; (vii) the effectiveness of the Registration Statement, and (viii) being advised by Nasdaq that upon consummation of the Merger, Alberton shall continue to be listed and all outstanding deficiencies have been addressed to the satisfaction of Nasdaq .

There are a number of other closing conditions in the Merger Agreement, including that both our shareholders and SolarMax stockholders have approved and adopted the Merger Agreement and that the Successor’s Common Stock continue to be listed on Nasdaq. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal — Conditions to Closing of the Business Combination.”

Quorum and Required Vote for Proposals for the Alberton Special Meeting

A quorum of Alberton shareholders is necessary to hold a valid meeting. A quorum will be present at the Alberton Special Meeting if 50% of the votes of the ordinary shares outstanding and entitled to vote at the Alberton Special Meeting are represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

Approval of each of the Redomestication Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, the Director Election Proposal (unless waived by SolarMax), and, if presented, the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy at the Alberton Special Meeting. Approval of the Alberton Business Combination Proposal requires the affirmative vote of a majority of the outstanding Alberton Shares. Accordingly, an Alberton shareholder’s failure to vote by proxy or to vote in person at the Alberton Special Meeting or the failure of a Alberton shareholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that shareholder’s shares not being counted towards the number of Alberton ordinary shares required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of the proposals.

The transactions contemplated by the Merger Agreement will be consummated only if the Redomestication Proposal, the Alberton Business Combination Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Director Election Proposal (unless waived by SolarMax) are approved at the Alberton Special Meeting. In addition, (i) the Alberton Business Combination is conditioned on the approval of the Redomestication Proposal, (ii) the Successor Charter Proposal and the Share Issuance Proposal is conditioned on the approval of the Redomestication Proposal, and (iii) each of the Redomestication Proposal, the Successor Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Director Election Proposal is conditioned on the approval of the Alberton Business Combination Proposal. The Alberton Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement.

In addition, as the date hereof, Initial Shareholders of Alberton, who own approximately 69.4% of outstanding Alberton Shares, including all of the Founder Shares and Private Shares have agreed to vote for the Business Combination. Alberton Sponsor and one insider shareholder, collectively representing 56.7% of outstanding Alberton Shares, have agreed to vote their Founder Shares and Private Shares in favor of the Merger Agreement and related transactions. As a result, Alberton public shareholders’ approval for each Alberton Proposal is not needed in order to approve each Alberton Proposal.

It is important for you to note that if, in the event that the Alberton Proposals do not receive the requisite vote for approval, we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by April 26, 2021(the “Outside Date”), we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders.

Recommendation to Alberton Shareholders

Our board of directors and the Special Committee believe that each of the Redomestication Proposal, the Alberton Business Combination Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, the Director Election Proposal and, if presented, the Alberton Adjournment Proposal to be presented at the Alberton Special Meeting is in the best interests of Alberton and our shareholders and unanimously recommends that our shareholders vote “FOR” each of these proposals and “FOR” each of the director nominees.

When you consider the recommendation of our board of directors and the Special Committee in favor of approval of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests as a shareholder. These interests include, among other things:

(i)

the fact that our initial shareholders have purchased an aggregate of 2,871,998 ordinary shares for an aggregate purchase price of $19,550, or approximately $0.007 per share, which would have a value of approximately $[●] million based on the closing price of Alberton ordinary shares of the Record Date as reported by Nasdaq and that are not subject to redemption. Such Founder Shares will have no value if we do not complete an initial business combination by the Outside Date. As a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than losing whatever value is attributable to the Founder Shares;

(ii)

the fact that the Sponsor holds 329,760 private units and will continue to hold 362,736 shares of Common Stock and 329,760 warrants following the separation of such private units upon the consummation of the Business Combination, subject to certain lock-up agreement. Those private units and securities underlying those private units are not subject to redemption and will be worthless if Alberton does not complete an initial business combination by the Outside Date;

(iii)

if Alberton is unable to complete a business combination by the Outside Date, our Sponsor will be personally 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 Alberton for services rendered or contracted for or products sold to Alberton, but only if such a vendor or target business has not executed a waiver of claims against the trust account and except as to any claims under our indemnity of the underwriters;

(iv)

the fact that (A) we issued Sponsor Notes in the aggregated amount of $1,080,000 to the Sponsor, the sole director and shareholder of which is Mrs. Guan Wang, our Chief Executive Officer and Chairman. The Sponsor Notes are non-interest bearing and payable on the consummation of our initial business combination; (B) in addition to the Sponsor Notes, the Sponsor has loaned us ~~$[●]~~$528,204 for working capital and may need to loan us additional funds through the Closing, which, in the event that the initial business combination does not close, cannot be paid from the proceeds or the interest on such proceeds in the trust account; and (C) Sponsor 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, and we have agreed to pay the Sponsor $1,000 per month for these services

(v)

the fact that the Merger Agreement provides that (A) SolarMax has agreed that the Successor shall pay all expenses relating to the Merger Agreement and the transaction contemplated by the Merger Agreement which are incurred by Alberton on or after the date that the registration statement of which this prospectus/proxy statement is a part is filed with the SEC (“Alberton Closing Expenses”), (B) SolarMax has agreed to provide Extension Loans up to ~~$360,000,~~$402,696, of which ~~amount was increased to $402,696 by an amendment dated November 10, 2020,~~loans $332,022 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, (C) during the Interim Period, Alberton shall obtain the agreement of Chardan, the underwriter of Alberton’s initial public offering, and the holders of its Notes that were outstanding as of September 3, 2020 that all deferring underwriting and related fees due to Chardan and all of such outstanding Notes shall be settled by the delivery of the Sponsor and its affiliates of their founder shares; and (D) during the Interim Period, Alberton shall obtain agreement of the Sponsor to transfer to Alberton for cancellation such numbers of Founder Shares and/or Private Shares as has a value equal to the cash paid by the Successor after the Merger to pay all of Alberton’s liabilities, including contingent liabilities, and including the Extension Payments ~~by SolarMax~~set forth in ~~excess~~Item (B) of ~~$60,000 per month for six months,~~this paragraph, on the closing date (other than Alberton Closing Expenses) divided by the Redemption Price.

	(vi)	the fact that Sponsor issued notes (the “Sponsor ~~December~~Interim Notes”) to SolarMax in the aggregate principal amount of ~~$128,465.66~~$219,698.05 pursuant to loan agreements dated December 18, 2020, ~~and~~ December 28, 2020 and February 1, 2021, by and between Sponsor and SolarMax. The loans were made by SolarMax to Sponsor in order to enable Sponsor to provide funds to Alberton to pay expenses incurred by Alberton in connection with the Merger Agreement, to pay certain accrued expenses of Alberton, and to pay the filing fees for the registration statement of which this proxy statement/prospectus is a part. Upon consummation of the Business Combination, Sponsor shall repay the Sponsor ~~December~~Interim Notes by delivery of the number of the Alberton Shares held by the Sponsor divided by the Redemption Price. If the Business Combination is not consummated, the Sponsor ~~December~~Interim Notes would become immediately payable and carry an annual interest of 5% from the maturity date.

	(vii)	the fact that we issued various Notes to third parties including SolarMax and several other potential targets during our search for the suitable targets in the aggregated amount of $3,090,148. These Notes are non-interest bearing and payable upon the consummation of an initial business combination subject to certain repayment schedule as set forth therein and, pursuant to the Merger Agreement, are to be settled by delivery of Sponsor Shares;

	(viii)	the continued indemnification of current directors and officers of Alberton and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. These interests were considered by our Special Committee and the Board when they approved the Business Combination.

SolarMax Technology, Inc.

A solar energy system retains the direct current (DC) electricity from the sun and converts it to alternating current (AC) electricity that can be used to power residential homes and commercial businesses. The solar business is based on the ability of the users of solar energy systems to save on energy costs and reduce their carbon imprint as compared with power purchased from the local electricity utility company. SolarMax was founded in 2008 to engage in the solar business in the United States and, following two acquisitions in 2015, commenced operations in China.

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. SolarMax’ operations in China are conducted through its Chinese subsidiaries. Substantially all revenue from the China segment during the nine months ended September 30, 2020 was generated during the second quarter from two project agreements with SPIC, which is a large state-owned enterprise under the administration of the Chinese government that holds a range of energy assets. As of the date of this proxy statement/prospectus, the only project on which SolarMax’ China segment is performing services is another project for SPIC. Most of SolarMax’ revenues prior to 2020 were generated from a related party and its subsidiaries. SolarMax does not have any pending projects or contracts with this related party. SolarMax is also planning to develop commercial and industry solar projects in China along with developing residential systems for the Chinese market. However, as of the date of this proxy statement, SolarMax does not have any agreements or understandings with respect to this type of project and cannot give any assurance that it will be able to develop any significant revenue, if any, from this type of project.

Proposals for the SolarMax Special Meeting

The following is a summary of the proposals for the SolarMax Special Meeting.

SolarMax Business Combination Proposal

SolarMax and Alberton have agreed to a Business Combination under the terms of the Merger Agreement dated as of October 27, 2020 by and among Alberton, Merger Sub and SolarMax as amended by an amendment dated November 10, 2020. Please see the section entitled “The SolarMax Business Combination Proposal.”

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 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 (each, an “Assumed Option”) to acquire shares of combined entity’s common stock, with its price and number of shares equitably adjusted based on the conversion ratio. The conversion ratio is the number of shares of Alberton Common Stock issuable in respect of one share of SolarMax Stock 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.

Merger Consideration

As consideration for the Merger, SolarMax stockholders as of immediately prior to the Effective Time (but excluding holders of SolarMax options) collectively will receive from Alberton, in the aggregate, a number of Alberton common stock equal to: (i) $300,000,000, divided by (ii) the Redemption Price (defined below) (such shares of Alberton common stock is referred as the “Stockholder Merger Consideration”). The holders of SolarMax options shall receive Assumed Options to purchase the number of shares of Alberton Common Stock as described above in accordance with the terms and conditions set forth in the Merger Agreement without any action on their part. For the purpose of the Merger Agreement, Redemption Price means a price per share equal to the price at which each share of Alberton common stock is redeemed pursuant to the redemption by Alberton of its public stockholders in connection with Alberton’s initial business combination as provided in the Interim Charter prior to the Effective Time (the “Redemption”).

Covenants of the Parties

On October 26, 2020, upon shareholders’ approval of the Extension, Alberton extended the deadline for it to consummate its initial business combination to a date no earlier than April 26, 2021, or such an earlier date may be determined by the board of Alberton. This Extension was the second extension approved by Alberton’s shareholder. On April 26, 2020, the Alberton shareholders approved the first extension, which extended the date for Alberton to complete its first business combination to October 26, 2020. Pursuant to the Merger Agreement, SolarMax agreed to make multiple loans in the amount of $60,000 per month up to six months (which amount was increased to $70,674, for payments on or after November 10, 2020, by an amendment to the Merger Agreement dated November 10, 2020) for cash contribution in connection with the Extension (including loans of four months’ cash contributions totaling $261,348 as of the date of this proxy statement/prospectus) and the sponsor, officers, directors, affiliates of Alberton or their designees shall make such additional loans as shall be necessary for the costs and expenses of the Extension or any contribution exceeding the portion of loans provided by SolarMax.

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.~~monthly commencing November 10, 2020. As a result, the Amendment (i) amends Section 5.12(a) of the Merger Agreement by changing clause (x) to read as follows: “(x) $60,000 per month prior to the date of this Amendment and $70,674 commencing with payments made on or after the date of this Amendment or” (“Section 5.12 Amendment”); and (ii) provides that, to the extent that the payments made by SolarMax exceed the amount of the Extension Loans to be made by Alberton pursuant to the Section 5.12(a) prior to Section 5.12 Amendment, 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.

The Merger Agreement and the consummation of the transactions contemplated thereby requires the approval of both Alberton’s shareholders and SolarMax’ stockholders. Alberton agreed, as promptly as practicable after the date of the Merger Agreement, to prepare, with the reasonable assistance of SolarMax, and use its commercially reasonable efforts to file with the SEC this a registration statement on Form S-4 in connection with the registration under the Securities Act of the issuance shares of Stockholder Merger Consideration to the SolarMax stockholders, and containing a joint proxy statement/prospectus for the purpose of (i) Alberton soliciting proxies from the shareholders of Alberton to approve the Merger Agreement, the transactions contemplated thereby and related matters at the Alberton Special Meeting and providing such stockholders an opportunity of Redemption, and (ii) SolarMax soliciting proxies from the stockholders of SolarMax to approve the Merger Agreement, the transactions contemplated thereby and related matters at the SolarMax Special Meeting.

SolarMax’ directors, officers and 5% stockholders who beneficially own constituting approximately 41.6% of the voting common stock of SolarMax, executed Voting Agreements in favor of the Merger Agreement and the transaction contemplated thereby. The Sponsor of Alberton together with one major insider shareholder, constituting approximately 56.7% of the issued and outstanding capital of Alberton, executed Voting Agreement in favor of the Merger Agreement and transaction contemplated thereby.

Conditions to Consummation of the Merger

●

The representations and warranties of Alberton being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect);

●

Absence of any Material Adverse Effect with respect to Alberton since the date of the Merger Agreement which is continuing and uncured;

●

The representations and warranties of SolarMax being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect);

●

Absence of any Material Adverse Effect with respect to SolarMax since the date of the Merger Agreement which is continuing and uncured; and

●

In connection with the extensions of the date that Alberton must complete its initial business combination initially from April 26, 2020 to October 26, 2020 and then from October 26, 2020 to April 26, 2021, Alberton was required to make monthly payments of $60,000 for the first extension, which increased to $70,674 for the second extension. SolarMax has made ~~four~~five loans in the aggregate amount of ~~$261,348~~$332,022 and has agreed to make ~~up to two~~one additional ~~loans~~loan of ~~$70,674, or a total of $141,348.~~$70,674. In the event that the Merger is not consummated, it is unlikely that SolarMax will be able to recover on the ~~notes.~~notes or on the notes issued by the Sponsor.

Related Agreements

The ~~Sponsors~~Sponsor and certain of the officers, directors and stockholders of SolarMax holding at least 1% of the outstanding shares of capital stock of SolarMax prior to the Closing have agreed that they will not, subject to certain exceptions, transfer, sell, tender or otherwise dispose of the shares of common stock of the Successor that they will receive as a result of the Merger for a certain period of time. Such shareholders will enter into lock-up agreements prior to the closing to evidence such restrictions. Please read the section entitled “The Business Combination Proposals — Lock-Up Agreement.”

Registration of the Shares

The shares of Successor Common Stock to be issued to the SolarMax stockholders will be issued pursuant to the registration statement of which ~~their~~this proxy statement/prospectus forms a part and therefore, will not be restricted securities, except to the extent described below. Pursuant Rule 145, any person who is an affiliate of the Successor can only sell shares received as part of the Merger Consideration under certain conditions set forth in Rule 145, which incorporate the provisions of Rule 144. The officers and directors of SolarMax will become officers and directors of the Successor at the effective time of the merger and under Rule 145, as long as they are affiliates of the Successor, they can only sell their shares of the Successor is in compliance with the public reporting requirements of Rule 144 and the sale is made in accordance with the limitation of the amount of securities which may be sold in any six month period of the greater of 1% of the outstanding shares or the average weekly trading volume, and the sale meets the manner of sale requirement of Rule 144. All other stockholders of SolarMax will not be restricted in the sale of their shares of Common Stock of the Successor except as provided in the lock-up agreements.

Lock Up Agreement

SolarMax’ officers and directors, 5% stockholders and certain other stockholders who own more than 1% of SolarMax’ stock are to sign lock-up agreements, pursuant to which they ~~have agreed,~~agree, with certain limited exceptions, not to offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Alberton Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Alberton Shares or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities not to offer during the lock-up period. The lock-up period means (i) for 50% of the holders shares, the period ending on the earlier of (x) six months after the Closing Date, as defined in the Merger Agreement, and (y) the date on which the closing price of the Alberton 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 the Closing Date and (ii) for the remaining 50% of the Undersigned’s Securities, ending six months after the Closing Date.

SolarMax Adjournment Proposal

The SolarMax Adjournment Proposal, if adopted, will allow its board of directors to adjourn the SolarMax Special Meeting to a later date or dates to permit further solicitation of proxies. The SolarMax Adjournment Proposal will only be presented to SolarMax’ stockholders in the event that, based on the tabulated votes, there are not sufficient votes at the time of the SolarMax Special Meeting to approve the SolarMax Business Combination Proposal. Please see the section entitled “The SolarMax Adjournment Proposal.”

Date, Time and Place of Special Meeting of SolarMax’ Stockholders

The SolarMax Special Meeting will be held at 7:00 a.m. Pacific Time, on [●], 2021 at the offices of SolarMax located at 3080 12th Street, Riverside, California 92507

Voting Power; Record Date of Special Meeting of SolarMax’ Stockholders

The record date for determining stockholders entitled to notice of or vote on the SolarMax Stockholder Proposals is the close of business on ~~January~~ [●], 2021. On the record date, there were outstanding 67,289,359 shares of SolarMax voting common stock, including 445,200 shares which were issued as restricted shares that are not treated as outstanding for accounting purposes but are voting shares because the holders of the 445,200 shares have voting rights.

Proxy Solicitation for SolarMax

SolarMax has not engaged any proxy solicitation firm in connection with the SolarMax Special Meeting. The Company’s officers, principally its chief executive officer, will solicit proxies from the SolarMax stockholders.

Interests of SolarMax’ Directors and Officers in the Business Combination

None of SolarMax’ officers or directors has any equity or other interest in Alberton. However, they will benefit from the increased liquidity which will result from the completion of the Merger.

David Hsu, SolarMax has an employment agreement pursuant to which he was to have received a salary of $655,636 for 2020. In connection with a company-wide salary reduction, Mr. Hsu took a salary cut and his salary for 2020 will be $577,779. Mr. Hsu’s employment agreement provides for a salary increases of at least 3% annually and a bonus based on SolarMax’ revenues. His increase for 2021 will be based on his salary for 2020 before his salary reduction. In addition,as of November 30, 2020, SolarMax owed Mr. Hsu ~~$841,569,~~$903,213, representing deferred salary from 2019 and 2020 and cash bonus deferred from 2017 and 2018. Mr. Hsu’s employment agreement will continue in effect following the completion of the Merger. In October 2016, SolarMax granted to Mr. Hsu a restricted stock grant for 2,268,000 shares of common stock. In March 2019, SolarMax granted Mr. Hsu the right (a) to exchange 50% of these shares for a ten-year option to purchase 2.119 shares of common stock at $2.98 per share for each share exchanged and (b) to transfer to SolarMax the remaining 50% of his restricted shares for $625,000, or $0.60 per share. Mr. Hsu exercised this right and exchanged his 2,268,000 shares for an option to purchase 2,402,946 shares of common stock at $2.98 per share and a cash payment of $625,000. This payment was initially due on December 15, 2019 and has been extended until the completion of the Merger. Successor will pay this amount following completion of the Merger.

The general partner of CEF and CEF II is a limited liability company owned and managed by Mr. Hsu and Simon Yuan, a director, and the former executive vice president/director. At September 30, 2020, SolarMax owed CEF and CEF II a total of $34.5 million, of which $22.5 million was a current liability.

SolarMax has a lease for its corporate headquarters with a limited liability company in which Mr. Hsu and Mr. Yuan are owners. The current annual rent under this lease is approximately $1.0 million. Two of SolarMax’ subsidiaries have a lease for office space with a limited liability company in which Mr. Hsu is an owner. The current annual rent under this lease is approximately $236,000.

At September 30, 2020, SolarMax had a deficiency in stockholders’ equity of approximately $7.9 million. One of the conditions to completion of the Merger is that the Successor meet the Nasdaq requirements, which, among other requirements, require the Successor to have stockholders’ equity of at least $4.0 million if the market value of the listed securities is at least $50.0 million, or $5.0 million if that test is not met, and a public float of $15.0 million. Consequently, it may be necessary for Alberton to raise more than $12.5 million plus the amount of the cash expenses of the Business Combination, either from the trust account, to the extent that public stockholders do not exercise their redemption rights, or from the private placement of Alberton securities. As a result of the completion of the Merger, SolarMax will see a significant improvement in its stockholders’ equity and a significant cash infusion of cash, and the Successor will be in a better position to make the payments due to Mr. Hsu as well as his salary and bonus compensation pursuant to his employment agreement, and to make the payments due to CEF and CEF II and on the lease agreements than it would have it the Merger were not completed.

Recommendation to Stockholders of SolarMax

The SolarMax Board believes that the SolarMax Business Combination Proposal, and, if presented, the SolarMax Adjournment Proposal are in the best interest of SolarMax’ stockholders and recommends that its stockholders vote “FOR” the SolarMax Business Combination Proposal and, if presented, “FOR” the SolarMax Adjournment Proposal.

The existence of any financial and personal interests of one or more of SolarMax’ directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of SolarMax and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “SolarMax Business Combination Proposal — Interests of SolarMax’ Directors and Officers in the Business Combination” in the accompanying joint proxy statement/prospectus for a further discussion of this.

The Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under a reverse recapitalization, the shares of Alberton remaining after Redemptions by Public Shareholders, and the unrestricted net cash and cash equivalents of Alberton on the date that the Business Combination is consummated, will be accounted for as a capital infusion into SolarMax whereby all of the expenses incurred by SolarMax related to the Business Combination will be charged to additional paid-in capital upon consummation of the Business Combination. The historical financial statements of the Corporation will be the historical financial statement of SolarMax.

QUESTIONS AND ANSWERS FOR ALL ALBERTON SHAREHOLDERS AND

SOLARMAX STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Alberton Special Meeting and at the SolarMax Special Meeting, including questions relating to the proposed Business Combination. The following questions and answers do not include all the information that is important to our and SolarMax’ shareholders. Alberton and SolarMax urge their respective shareholders to read carefully this entire proxy statement, including the annexes and the other documents referred to herein.

Q.	*Why am I receiving this joint proxy statement/prospectus?*

Alberton and SolarMax propose to enter into a business combination pursuant to the Merger Agreement, dated as of October 27, 2020, as may be amended or supplemented from time to time. Copies of the Merger Agreement and the one amendment are attached to this joint proxy statement/prospectus as Annexes A and A-1, and you are encouraged to read the Merger Agreement, as amended, in its entirety. Pursuant to the Merger Agreement, and following the Redomestication of Alberton to Nevada, Merger Sub will merge with and into SolarMax, with SolarMax as the surviving corporation and the wholly-owned subsidiary of Alberton and the only business of Alberton, as the Successor, will be the business of SolarMax.

Consummation of the Business Combination requires the approval of the following:

With respect to Alberton, the following approvals of: (x) each of the Redomestication Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, the Director Election Proposal (unless waived by SolarMax), and, if presented, the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy at the Alberton Special Meeting, and (y) the Alberton Business Combination Proposal requires vote of a majority of the outstanding Alberton Shares.

With respect to SolarMax, the following approvals of: (x) the SolarMax Business Combination Proposal requires the affirmative vote of a majority of the outstanding shares of SolarMax Common Stock, and (y) the SolarMax Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of the Common Stock of SolarMax present at the SolarMax Special Meeting.

Upon the effectiveness of the Redomestication, all outstanding securities of Alberton will be deemed to constitute outstanding securities of the continuing Nevada corporation.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS JOINT PROXY STATEMENT/PROSPECTUS.

Q.	*Why are Alberton and SolarMax proposing the Business Combination?*

Alberton was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

SolarMax is an integrated solar and renewable energy company. 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. SolarMax’ business is described in greater detail under “Business of SolarMax.”

Based on its due diligence investigations of SolarMax and the industry in which it operates, including the financial and other information provided by SolarMax in the course of Alberton’s due diligence investigations, Alberton believes that a business combination with SolarMax presents a unique business combination opportunity. The Alberton Board believes that, in light of the foregoing, the Business Combination with SolarMax presents an opportunity to increase shareholder value. However, there is no assurance that shareholder value will increase as a result of the Business Combination.

Q.	*What will SolarMax’ stockholders receive in return for the acquisition of SolarMax by Alberton?*

Pursuant to the Merger Agreement (i) the shares of common stock of SolarMax issued and outstanding immediately prior to the Merger will be cancelled in exchange for the right to receive an aggregate number of shares of Successor common stock equal to the quotient of the aggregate merger consideration of $300,000,000, divided by the Redemption Price, (ii) each outstanding option to acquire SolarMax common stock (whether vested or unvested) shall be assumed by the Successor and automatically converted into an Assumed Option to acquire shares of Successor common stock, with its price and number of shares equitably adjusted based on the conversion ratio, which is the number of shares of Alberton Common Stock issuable in respect of one share of SolarMax common stock and (iii) each outstanding convertible notes of SolarMax shall become convertible into shares of Successor common stock determined ~~by dividing the~~at a conversion price equal to 80% of ~~such notes at~~ the ~~Effective Time by the Conversion Ratio.~~Redemption Price.

For purposes of determining the number of shares of Successor common stock issued to the SolarMax stockholders as the Merger Consideration, the Successor common stock shall be valued at a price per share equal to the price at which each share of Alberton common stock is or would be redeemed pursuant to the redemption by Alberton of its Public Stockholders in connection with Alberton’s initial business combination, as required by its amended and restated Articles of Incorporation. As of November 30, 2020, based on the value of the trust account, this value was $10.77. However, no assurance can be given that the price of the Common Stock of the Successor will not decline from such valuation and any decline in value may be significant. Following the completion of the Merger, the Successor’s sole business will be the business of SolarMax and the market price of the Successor Common Stock will be based on the market’s perception of SolarMax’ financial condition, business and prospects and the risks attendant to such business. Alberton’s and SolarMax’ shareholders should review the section “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SolarMax.”

It is currently expected that the Business Combination will be consummated by [●]. The value of the merger consideration is based on the amount of money in the trust account and does not bear any relationship to the financial performance or prospects of Alberton or SolarMax. Following the Merger, the Successor’s sole business will be the business of SolarMax, and the market price of the Successor’s Common Stock will be based on the market’s perception of SolarMax’ financial condition, business and prospects and the risks attendant to an investment in SolarMax. Reference is made to the sections “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SolarMax” in this proxy statement/prospectus.

Q.	*What equity stake will current Alberton shareholders and current SolarMax stockholders hold in the Successor immediately after the consummation of the Business Combination?*

A.	Assuming consummation of the Business Combination as of [●] (assuming, among other things, that no Alberton shareholders exercise redemption rights with respect to their common stock upon consummation of the Merger), based on the Merger Consideration of $300,000,000, and the value of one share of Alberton Common Stock at $10.77 as of November 30, 2020, the current equity holders of SolarMax are expected to own approximately 82.86% of the outstanding Successor common stock and the current holders of Alberton Shares are expected to own approximately 17.14% of the outstanding Successor common stock, including the shares issuable upon conversion of the rights. These percentages are subject to change in the event that additional Alberton Shares are issued in a private placement or other financing and do not take into account various factors including the cancellation of certain Alberton Shares owned by the Sponsor, nor do they reflect any dilution resulting from the exercise of outstanding Alberton warrants and the Assumed Options and any convertible notes issued or issuable by SolarMax.

Q.	*What equity stake will Alberton hold in SolarMax after the Closing?*

A.	From and after the Effective Time, Alberton will own 100% of the equity of SolarMax.

Why is Alberton proposing the Redomestication?

The Alberton Board believes that, having determined that the Merger is in the best interest of Alberton and its shareholders, that it is important that the Merger qualify as a “tax-fee reorganization” for the purposes of Sections 354 and 361 of the Internal Revenue Code, Alberton should effect the Redomestication in order to align the legal structure of Alberton with the nature of Alberton’s business going forward as a Nevada corporation. The Redomestication will be contingent upon the approval of the Business Combination by the Alberton shareholders and the Merger Agreement being in full force and effect prior to the Redomestication. Because the Successor will continue to operate as a corporation organized in the United States, it was the view of the Alberton Board that Alberton should also be structured as a corporation organized in the United States, thus permitted the Merger to be treated as a “tax free” reorganization under the Code. In addition, the Alberton Board believes that the Redomestication will provide a greater measure of flexibility and simplicity in corporate transactions and will reduce the costs of doing business. In addition, the Alberton Board believes Nevada provides a recognized body of corporate law that will facilitate corporate governance by Alberton’s officers and directors and that Nevada maintains a favorable legal and regulatory environment in which to operate and is the state in which a substantial number of smaller reporting companies are incorporated today. Further, the Redomestication of Alberton to a United States corporation was a condition for SolarMax’ board of directors to approve the merger in order that the Merger be treated as a “tax free reorganization” under the Code.

Q.	*What happens to the funds deposited in the Trust Account after consummation of the Business Combination?*

After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise Redemption Rights, to pay transaction expenses incurred in connection with the Business Combination, if not settled by delivery of Sponsor Shares in connection with the transaction, and for working capital of the Successor and its subsidiaries (consisting of SolarMax and its direct and indirect subsidiaries) and general corporate purposes of the Successor. Such funds will also be used to reduce the indebtedness and certain other liabilities of the Combined Company that were incurred prior to the Merger. As of the Record Date, there was cash and marketable securities held in the Trust Account of approximately $[●] million. These funds will not be released until the earlier of the completion of our initial business combination or the Redemption of Alberton Public Shares if Alberton is unable to complete a business combination by April 26, 2021.

Q.	*What happens if a substantial number of Public Shareholders vote in favor of the Alberton Business Combination Proposal and exercise their Redemption Rights?*

Public Shareholders may vote in favor of the Business Combination and still exercise their Redemption Rights; 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. SolarMax anticipates that it would terminate the Merger if the Successor Common Stock were not listed on Nasdaq since one of the reasons the SolarMax board approved the Merger is the Nasdaq listing. See “— Risks Related to the Redomestication and the Business Combination — Alberton does not currently have sufficient cash, including funds in the Trust Account, to satisfy the closing condition in the Merger Agreement that Albertson have sufficient cash to enable it to meet the Nasdaq listing requirements, and there can be no assurance that Alberton will be able to obtain sufficient additional financing to satisfy this requirement, that such financing will be available on acceptable terms.” Subject to the foregoing, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is substantially reduced as a result of Redemptions by Public Shareholders. With fewer Public Shares and Public Shareholders, the trading market for the Successor’s securities may be less liquid and the Successor may not be able to meet the listing standards for a national securities exchange. Furthermore, the funds available from the Trust Account for working capital purposes of the Combined Company after the Business Combination may not be sufficient for its future operations and may not allow the Combined Company to reduce SolarMax’ indebtedness and/or pursue its strategy for growth.

Q.	*What conditions must be satisfied to complete the Merger?*

Unless waived by the parties to the Merger Agreement, and subject to applicable law, the consummation of the Merger is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite shareholder approvals contemplated by this joint proxy statement/prospectus and the approval of Nasdaq to the continued listing of the Successor’s common stock after the Merger.

Among the conditions to completion of the Merger is the satisfaction of the Nasdaq initial listing requirements for the Successor. The Nasdaq requirements include a stockholders’ equity of $4.0 million and a market value of unrestricted publicly held securities of $15.0 million or $5.0 million if the publicly held securities test is not met. As of September 30, 2020, SolarMax had a negative stockholders’ equity of approximately $7.9 million, and Alberton had a stockholders’ equity of $5 million. As of September 30, 2020, Alberton had liabilities of approximately $7.4 million, pursuant to the Merger Agreement, approximately $4.0 million of deferred underwriting compensation and outstanding loans of approximately $2.9 million at September 30, 2020 are to be paid through the delivery of Sponsor Shares, resulting in an adjusted stockholders’ equity of approximately $12.1 million. The stockholders’ equity of the Successor upon completion of the Merger will be further decreased by any redemptions by the Public Shareholders and the expenses of the transaction. As a result, we estimate that it will be necessary for us to raise additional capital in a private placement or a back-stop financing.

As of the date of this proxy statement/prospectus, the market value of publicly traded shares is ~~approximately~~greater than the amount of money in the trust account, which is approximately $15.2 million. Any significant redemption could impair the ability of Alberton to obtain Nasdaq approval to the continued listing of the Successor’s common stock following completion of the Merger. Any money raised in a private financing would not affect the number of holders of publicly traded shares. In addition, to the present public float, at least 59 SolarMax stockholders who will not be signing lock-up agreements will, based on an estimated conversion ratio using a redemption price of $10.77 as of November 30, 2020, will receive 4,344,681 shares of Successor Common Stock which will not be subject transfer restrictions. Such shares would have an estimated value of more than $43 million and would be included in the public float. However, in order for such stockholders to receive these shares, ~~they~~SolarMax must deliver the necessary information to the transfer agent, and we cannot assure you that such documentation will be provided to the transfer agent in a timely manner.

In addition, Nasdaq had advised Alberton that it does not meet the minimum stockholder requirements. After giving effect to the Merger, the Successor will need to have a stockholder base of more than 300 unrestricted round lot shareholders, of which at least 50% will own $2,500 in value upon completion of the Merger. Alberton, based on information relating to the NOBO holders of Alberton ordinary shares as of January 20, 2021, met the Nasdaq requirement for round lot holders, although Alberton has not received confirmation that Nasdaq concurs in Alberton’s conclusion. In the event of a change in the stockholder base such that Alberton no longer meets these requirements, Alberton, with the approval of SolarMax, will need to engage an investment banking firm to assist Alberton in meeting the minimum public stockholder and minimum public float requirements and, in this connection, in introducing investors who would purchase public stock and not seek to have their public shares redeemed.

This prospectus/proxy statement includes a proxy statement for purposes of seeking Alberton’s shareholders’ approval of the Business Combination and related matters at a special meeting in lieu of an annual meeting of ALAC which includes the election of directors of Alberton upon completion of the Merger.

Nasdaq’s notice has no immediate effect on the listing of the Company’s ordinary shares on the Nasdaq Capital Market. Under Nasdaq Listing Rule 5810(c)(2)(G), Alberton has 45 calendar days from January 5, 2021, or until February 19, 2021, to submit to Nasdaq a plan to regain compliance with the Annual Meeting Requirement. If Nasdaq accepts Alberton’s plan, Nasdaq may grant an extension of up to 180 calendar days from December 31, 2020, the date of the Alberton’s fiscal year end for its last fiscal year, or until June 29, 2021, to regain compliance. If Nasdaq does not accept Alberton’s plan, Alberton will have the right to appeal such decision to a Nasdaq hearings panel. Alberton intends to submit to Nasdaq, within the requisite period, a plan to regain compliance with the Annual Meeting Requirement. There can be no assurance that Nasdaq will accept Alberton’s plan or that Alberton will be able to regain compliance with the Annual Meeting Requirement or maintain compliance with any other Nasdaq requirement in the future.

If Alberton is unable to address the listing requirements of Nasdaq, the Successor will not obtain Nasdaq approval and the Merger would likely not be consummated.

Q.	*When do you expect the Business Combination to be completed?*

It is currently expected that the Business Combination will be consummated by [●]. This date depends, among other things, on the approval of the proposals to be put to Alberton shareholders at the Alberton Special Meeting and the approval of Nasdaq to the continued listing of the Successor’s common stock on the Nasdaq Capital Market. However, such meeting could be adjourned if the adjournment proposal is adopted by our shareholders at the Alberton Special Meeting and we elect to adjourn the Alberton Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Alberton Special Meeting, each of the condition precedent proposals have not been approved.

Q.	*Will Alberton enter into any financing arrangements in connection with the business combination that are not disclosed in this joint proxy statement/prospectus?*

Alberton believes that it is likely that it will enter into certain backstop arrangements and/or private placements of equity securities in order that the Successor will meet the Nasdaq listing requirement, and SolarMax has consented to such arrangement. As the amount of any such equity issuances is not currently known, Alberton cannot provide exact figures as to percentage ownership that may result from any such financing. If Alberton enters into a binding commitment in respect of any such additional equity financing, Alberton will file a Current Report on Form 8-K with the SEC to disclose details of any such equity financing. Any such arrangements that result in the issuance of additional shares of common stock of the Successor will result in dilution to both the Alberton public shareholders and the SolarMax stockholders.

QUESTIONS AND ANSWERS ABOUT THE ALBERTON PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Alberton Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our shareholders. Alberton urges shareholders to read carefully this entire proxy statement, including the annexes and the other documents referred to herein.

Why am I receiving this proxy statement?

You are receiving this joint proxy statement/prospectus in connection with the Alberton Special Meeting. Alberton is holding the Alberton Special Meeting to consider and vote upon the following seven proposals. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this joint proxy statement/prospectus.

(1)

The Redomestication Proposal — To consider and vote upon a proposal to (a) for the Redomestication of Alberton from the British Virgin Islands to become a Nevada corporation by way of its continuation out of the British Virgin Islands under Section 184 of the Companies Act, and the applicable provisions of the Nevada Law so as to continue as a Nevada corporation, at least one day prior to the Closing, (b) in connection therewith to adopt as its articles of incorporation (in lieu of the Current Charter) as the Interim Charter, a copy of which is included as Annex B to this proxy statement/prospectus. Our Current Charter is registered by the Registrar of Corporate Affairs in the British Virgin Islands. The Interim Charter will remove or amend those provisions of our Current Charter that terminate or otherwise cease to be applicable as a result of the Redomestication and to include the amendment of Article 47.4 of the Current Charter to change the words “upon such consummation” to “prior to or upon such consummation,” and (c) to file a notice of continuation out of the British Virgin Islands with the British Virgin Islands Registrar of Corporate Affairs under Section 184 of the Companies Act and in connection therewith to file the Interim Charter with the Secretary of State of the State of Nevada, under which we will be domesticated and continue as a Nevada corporation. The effect of the change described in the preceding sentence is to require that Alberton have a net tangible book value of $5,000,001 immediately prior to the Business Combination and it need not meet that test upon consummation of the Merger. Upon the effectiveness of the Redomestication, Alberton will become a Nevada corporation and, upon the consummation of the Business Combination (as defined below), Alberton will change its corporate name to “SolarMax Technology Holdings, Inc.” and all outstanding securities of Alberton will be deemed to constitute outstanding securities of the Successor, as described in more detail in the accompanying joint proxy statement/prospectus. The Redomestication is expected to become effective one day prior to the consummation of the Business Combination. See the section entitled “The Redomestication Proposal.”

(2)

The Alberton Business Combination Proposal — To consider and vote upon a proposal to approve the Merger Agreement dated as of October 27, 2020 (as amended or supplemented from time to time) by and among Alberton Acquisition Corporation, Merger Sub, and SolarMax, and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder. This transaction is the Business Combination. Pursuant to the Merger Agreement, Merger Sub will merge with and into SolarMax, with SolarMax continuing as the surviving entity of the Merger and becoming a wholly-owned subsidiary of the Successor, as described in more detail in the accompanying joint proxy statement/prospectus. Upon the consummation of the Business Combination, SolarMax will change its corporate name to “SolarMax Technology Holdings, Inc.” See the section entitled “The Alberton Business Combination Proposal.”

(3)

The Successor Charter Proposal —to approve and adopt, subject to and conditional on the Redomestication and the Closing (but with immediate effect from the latter), amendment to Alberton’s Interim Charter, as set out in the draft amended and restated articles of incorporation (charter) appended to this proxy statement/prospectus as Annex C (the “Successor Charter”) to (1) change the name of Alberton to SolarMax Technology Holdings, Inc., (2) remove or amend those provisions of our Interim Charter which terminate or otherwise cease to be applicable following the Closing, and (3) include other proposals described under “The Successor Charter Proposal.”

(4)

The Incentive Plan Proposal — To consider and vote upon the approval of the 2021 Long-Term Incentive Plan. A copy of the 2021 Long-Term Incentive Plan is attached to the accompanying joint proxy statement/prospectus as Annex D. See the section entitled “The Incentive Plan Proposal.”

(5)

The Share Issuance Proposal — To approve, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of Alberton’s issued and outstanding common stock in connection with the Merger Agreement and [●]. See the section entitled “The Share Issuance Proposal.”

(6)

The Director Election Proposal — To elect seven directors who, upon consummation of the Business Combination, will constitute all the members of the board of directors of the Successor. See the section entitled “The Director Election Proposal.”

(7)

The Alberton Adjournment Proposal — To consider and vote upon a proposal to adjourn the Alberton Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Alberton that more time is necessary or appropriate to approve one or more proposals presented at the Alberton Special Meeting. The Redomestication Proposal, the Alberton Business Combination Proposal, The Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, the Director Election Proposal and the Alberton Adjournment Proposal are collectively referred to as the “Alberton Proposals.”

This proxy statement and its annexes contain important information about the proposed Business Combination and the other matters to be addressed at the Alberton Special Meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

When and where is the Alberton Special Meeting?

The Meeting will be held on [●], 2020 at [●] p.m., Beijing Time ([●], 2019 at [●] a.m., Eastern Daylight Time), at [●].

Are the proposals conditioned on one another?

(i) the Alberton Business Combination is conditioned on the approval of the Redomestication Proposal, (ii) the Successor Charter Proposal and the Share Issuance Proposal is conditioned on the approval of the Redomestication Proposal, and (iii) each of the Redomestication Proposal, the Successor Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Director Election Proposal is conditioned on the approval of the Alberton Business Combination Proposal. The Alberton Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement. It is important for you to note that in the event that any of the Alberton Proposals does not receive the requisite vote for approval (unless waived by SolarMax pursuant to the Merger Agreement), then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by April 26, 2021, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders.

Why is Alberton proposing the Redomestication Proposal?

What is involved with the Redomestication?

The Redomestication will require Alberton to file required documents in both the British Virgin Islands and the State of Nevada. At the effective time of the Redomestication, Alberton will cease to be a corporation incorporated under the laws of the British Virgin Islands and your rights as a shareholder of Alberton will cease to be governed by the laws of the British Virgin Islands and will be governed by Nevada law. Alberton’s Current Charter will be replaced by the Interim Charter upon completion of the Redomestication. In connection with the Business Combination, Alberton will continue as a Nevada corporation and will change its corporate name to “SolarMax Technology Holdings, Inc.” and the Interim Charter will be replaced by the Successor Charter at the effective time of the Merger.

When do you expect that the Redomestication will be effective?

The Redomestication is expected to become effective one business day prior to the consummation of the Business Combination.

How will the Redomestication affect my securities of Alberton?

Pursuant to the Redomestication and without further action on the part of Alberton’s shareholders, each outstanding share of common stock of Alberton will be deemed to constitute one outstanding share of Successor’s common stock. Although it will not be necessary for you to exchange your certificates representing shares of common stock after the Redomestication, the Successor will, upon request, exchange your Alberton share certificates for the applicable number of shares of Successor’s common stock and all certificates for securities issued after the Redomestication will be certificates representing securities of the Successor.

What are the federal income tax consequences of the Redomestication?

The Redomestication will constitute a tax-free reorganization within the meaning of Sections 368(a)(1)(F) of the Code. Upon the closing of the Redomestication, Alberton becomes a domestic corporation for federal income tax purposes, U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Redomestication” below) of Alberton ordinary shares, will be subject to Section 367(b) of the Code and, as a result:

Subject to the discussion below concerning passive foreign investment companies (“PFICs”), a U.S. Holder of Alberton ordinary shares whose ordinary shares have a fair market value of less than $50,000 on the date of the Redomestication and does not own actually and constructively 10% or more (by vote or value) of Alberton (a “10% Shareholder”) will not recognize any gain or loss and will not be required to include any part of Alberton’s earnings in income.

Subject to the discussion below concerning PFICs, a U.S. Holder of Alberton ordinary shares whose ordinary shares have a fair market value of $50,000 or more, but who is not a 10% Shareholder will generally recognize gain (but not loss) on the deemed receipt of Company Ordinary Share in the Redomestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367) attributable to its Alberton ordinary shares provided certain other requirements are satisfied.

Subject to the discussion below concerning PFICs, a U.S. Holder of Alberton ordinary shares whose ordinary shares have a fair market value of $50,000 or more, and who on the date of the Redomestication is a 10% Shareholder will generally be required to include in income, as a dividend, the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367) attributable to its Alberton ordinary shares provided certain other requirements are satisfied.

As discussed further under “PFIC Considerations” below, Alberton believes that it has been considered a PFIC since its inception. Accordingly, subject to certain exceptions, the Redomestication will be a taxable event for any U.S. Holder under the PFIC rules. The determination of whether a foreign corporation is a PFIC is primarily factual, and there is little administrative or judicial authority on which to rely to decide. If Alberton is considered a PFIC for U.S. federal income tax purposes, proposed Treasury Regulations, if finalized in their current form, would generally require U.S. Holders of Alberton ordinary shares to recognize gain on the deemed receipt of Company Ordinary Share in the Redomestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Alberton ordinary shares. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of Alberton. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “Material U.S. Federal Income Tax Consequences of the Redomestication.”

If you are a non-U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences of the Redomestication” below) of Alberton ordinary shares, you may become subject to withholding tax on any dividends paid on the ordinary shares of Alberton or Alberton Ordinary Share subsequent to the Redomestication.

For a more detailed description of the material U.S. federal income tax consequences associated with the Domestication, please read “Material U.S. Federal Income Tax Consequences of the Redomestication” of this proxy statement/prospectus. WE STRONGLY URGE YOU TO CONSULT WITH YOUR OWN TAX ADVISOR.

Why is Alberton providing shareholders with the opportunity to vote on the Business Combination?

Under the Current Charter and Interim Charter, as applicable, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. We are seeking to obtain the approval of our shareholders of the Business Combination Proposal in order to allow our public shareholders to effectuate redemptions of their public shares in connection with the Closing.

How will the Initial Shareholders and insiders vote in connection with the Alberton Proposals?

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 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 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.

May the Initial Shareholders, Alberton’s directors, executive officers, advisors or their affiliates purchase shares in connection with the Business Combination?

The Initial Shareholders or Alberton’s directors, executive officers, advisors or their affiliates may purchase Alberton ordinary shares in privately negotiated transactions or in the open market either prior to or after the closing of the Business Combination, including from Alberton shareholders who would have otherwise elected to have their shares redeemed. However, they have no current commitments or plans to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, any such purchases shall be subject to limitations regarding possession of any material nonpublic information not disclosed to the seller and they will not make any such purchases if such purchases are prohibited by Regulation M under the Exchange Act. Any such purchase would include a contractual acknowledgement that the selling shareholder, although still the record holder of Alberton Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event the Initial Shareholders or Alberton’s directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the Trust Account.

What will happen in the Business Combination?

At the Closing, Merger Sub will be merged with and into SolarMax, following which Merger Sub shall cease existence and SolarMax shall continue as the surviving entity as our direct wholly-owned subsidiary. The Merger shall have the effects specified in the Nevada law. As the consideration for the Business Combination, all the issued and outstanding shares of SolarMax will be exchanged for the Merger Consideration.

Following the Business Combination, will Alberton’s securities continue to trade on a stock exchange?

Yes. We will apply to continue the listing of the Successor’s Common Stock and warrants on The Nasdaq Capital Market under the new symbols “SMXT” and “SMXTW,” respectively, upon the Closing. Our public units will automatically separate into the component securities upon the Closing and, as a result, rights will no longer trade as a separate security. One of the condition to closing the Merger is that we have obtained Nasdaq approval for the continued listing of the Successor Common Stock on Nasdaq. In the event that we do not obtain Nasdaq approval, either Alberton or SolarMax may terminate the Merger. Since the Nasdaq approval was a key factor in the decision by the SolarMax board of directors in approving the Merger, we anticipate that it will terminate the Merger Agreement in the event that Nasdaq approval is not obtained. Further, if Nasdaq approval is not obtained, if we were to proceed with the Merger, we would need to obtain the approval of state securities or blue sky laws since the exemption from those laws which is available to an exchange listed stock would not be available, and we may be unable to obtain any necessary state law securities or blue sky approval prior to the Outside Date.

What will the business of the Successor be like following the Business Combination, assuming that the Business Combination is approved?

Assuming the Business Combination is approved, following the Closing, the combined company’s business will be that of SolarMax. The combined company will change its corporate name from “Alberton Acquisition Corporation” to “SolarMax Technology Holdings, Inc.” For more information about SolarMax and its business, see the sections entitled “~~Information about~~Business of SolarMax,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SolarMax.”:

Why is Alberton proposing the Successor Charter Proposal?

The Proposed Charter Amendment that we are asking our shareholders to approve in connection with the Business Combination provides, among others, (1) change the name of Alberton to “SolarMax Technology Holdings, Inc.,” and (2) remove or amend those provisions of our Interim Charter which terminate or otherwise cease to be applicable following the Closing, and (3) include other provisions described under “Successor Charter Proposal.”

Why is Alberton proposing the Incentive Plan Proposal?

The 2021 Long-Term Incentive Plan allows us to grant equity awards (including stock options, restricted stock units, and performance share awards) to our employees, officers, directors, and advisors after the Closing and to provide for the Successor to assume the Assumed Options. We believe that our future success depends on our ability to attract and retain high caliber personnel. We compete with many companies for a limited pool of talented people. The ability to grant equity awards is a necessary and powerful recruiting and retention tool for us to obtain the quality personnel we need to move our business forward. In addition, pursuant to the Merger Agreement, we are assuming the Assumed Options of SolarMax and the 2021 Long-Term Incentive Plan provides a vehicle for the assumption of such options.

Why is Alberton proposing the Share Issuance Proposal?

We are proposing the Share Issuance in order to comply with Nasdaq Listing Rules 5635(a) and (b), which require shareholder approval of the issuance of shares of stock in certain transactions that result in (1) the issuance of 20% or more of the voting power outstanding or ordinary shares outstanding before such issuance of shares and (2) a change of control. Pursuant to the Merger Agreement, assuming Merger Consideration of $300 million, we estimate that we may issue 27,855,199 shares of Successor common stock (assuming Redemption Price equals to the redemption price of $10.77 as of November 30, 2020. The actual number of shares will be dependent upon the Redemption Price at the Closing. We anticipate that the Consideration Shares to be issued to SolarMax stockholders (1) will constitute more than 20% of our outstanding Ordinary Shares and more than 20% of outstanding voting power prior to such issuance and (2) will result in a change of control of Alberton. As a result, we are required to obtain shareholder approval of such issuances pursuant to Nasdaq Listing Rules 5635(a) and (b). For more information, see the section entitled “The Share Issuance Proposal.” Approval of the Share Issuance Proposal is a condition to the Closing pursuant to the Merger Agreement. The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal and Successor Charter Proposal.

Why is Alberton proposing the Director Election Proposal?

Upon the Closing, we anticipate that the size of the board of directors of the Successor will increase to seven directors, all of whom will be voted on by Alberton shareholders at the Alberton Special Meeting. See the section entitled “Director Election Proposal” for additional information. Unless waived by SolarMax, approval of the Director Election Proposal is a condition to the Closing pursuant to the Merger Agreement.

What happens if I sell my Alberton ordinary shares before the Alberton Special Meeting?

The Record Date for the Alberton Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Alberton ordinary shares after the Record Date, but before the Alberton Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Alberton Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon the Closing. If you transfer your Alberton ordinary shares prior to the Record Date, you will have no right to vote those shares at the Alberton Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

What vote is required to approve the proposals presented at the Alberton Special Meeting?

Approval of each Alberton Proposal requires the affirmative vote of a majority of the votes which are cast by shareholders present in person or represented by proxy at the Alberton Special Meeting (other than the Redomestication Proposal, which requires the approval of a majority of the outstanding Alberton Shares). With particular regard to the Redomestication, it is noted that not only will the Interim Charter preserve the existing rights of the Alberton ordinary shares unchanged, but also that the existing provisions of the Current Charter (including regulations which cannot be amended prior to the consummation of a Business Combination or made subject to certain restrictions on amendment) will be replicated or substantively replicated in the Current Charter except that the Interim Charter requires that the Alberton has net tangible assets of at least $5,000,001 prior to or upon consummation of the Business Combination. The Original Charter required that Alberton have net tangible assets of at least $5,000,001 upon the consummation of the Business Combination. As a result of the change, as long as Alberton has net tangible Assets of at least $5,000,001 prior to the Business Combination, it need not meet that test upon consummation of the Business Combination.

In addition, as the date hereof, Initial Shareholders of Alberton, who own approximately 69.4% of our issued and outstanding ordinary shares, including all of the Founder Shares and Private Shares have agreed to vote for the Business Combination. Alberton Sponsor and one insider shareholder, collectively representing 56.7% of its issued and outstanding ordinary shares, have agreed to retain their Founder Shares and Private Shares for all periods relevant to our shareholder vote on vote all of their shares of Alberton ordinary shares in favor of the Merger Agreement and related transactions. As a result, the approval of each proposal by our public shareholders is not needed in order to approve the Alberton Proposals.

Alberton shareholder’s failure to vote by proxy or to vote in person at the Alberton Special Meeting or the failure of a Alberton shareholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will result in that shareholder’s shares not being counted towards the number of Alberton ordinary shares required to validly establish a quorum, but if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established and Broker non-votes will not be counted for purposes of establishing a quorum.

Additionally, you are not required to affirmatively vote for or against the Business Combination Proposal in order to exercise your redemption rights.

Currently, Initial Shareholders of Alberton, own approximately 69.4% of our issued and outstanding ordinary shares, including all of the Founder Shares and Private Shares have agreed to vote for the Business Combination. Our Sponsor and one insider shareholder, collectively representing 56.7% of our issued and outstanding ordinary shares, have agreed to retain their Founder Shares and Private Shares for all periods relevant to our shareholder vote and vote all of their shares of Alberton ordinary shares in favor of the Merger Agreement and related transactions. As a result, the approval of each proposal by our public shareholders is not needed in order to approve the Alberton Proposals.

How many votes do I have at the Alberton Special Meeting?

Our shareholders are entitled to one vote at the Alberton Special Meeting for each share of Alberton ordinary shares held of record at the close of business on [●], 2020, the Record Date for the Alberton Special Meeting.

What constitutes a quorum at the Alberton Special Meeting?

Holders of 50% of the votes of Alberton’s issued and outstanding shares as of the Record Date that are entitled to vote on the Alberton Proposals at the Alberton Special Meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the Chairman has the power to adjourn the Alberton Special Meeting.

What interests do Alberton’s current officers and directors have in the Business Combination?

Our directors and executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. These interests include, among other things:

(i)

the fact that our initial shareholders have purchased an aggregate of 2,871,998 ordinary shares for an aggregate purchase price of $19,550, or approximately $0.007 per share, which would have a value of approximately $[●] million based on the closing price of Alberton ordinary shares of the Record Date as reported by Nasdaq and that are not subject to redemption. Such Founder Shares will have no value if we do not complete an initial business by April 26, 2020 (the “Outside Date”); as a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Business Combination consummated rather than losing whatever value is attributable to the Founder Shares;

(ii)

the fact that the Sponsor holds 329,760 private units and will continue to hold 362,736 shares of Company Common Stock and 329,760 warrants following the separation of such private units upon the consummation of the Business Combination, subject to certain lock-up agreement. Those private units and securities underlying those private units are not subject to redemption and will be worthless if Alberton does not complete an initial business combination by the Outside Date;

(iii)

(iv)

The fact that (A) we issued Sponsor Notes in the aggregated amount of ~~$[●],~~$1,080,000, the sole director and shareholder of which is Mrs. Guan Wang, our Chief Executive Officer and Chairman. The Sponsor Notes are non-interest bearing and payable on the consummation of our initial business combination; (B) in addition to the Sponsor Notes, the Sponsor has loaned us ~~$[●]~~$528,204 for working capital and may need to loan us additional funds through the Closing, which, in the event that the initial business combination does not close, cannot be paid from the proceeds or the interest on such proceeds in the trust account; and (C) Sponsor 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, and we have agreed to pay the Sponsor $1,000 per month for these services

(v)

the fact that the Merger Agreement provides that (A) SolarMax has agreed that the Successor shall pay all expenses relating to the Merger Agreement and the transaction contemplated by the Merger Agreement which are incurred by Alberton on or after the date that the registration statement of which this prospectus/proxy statement is filed with the SEC (“Alberton Closing Expenses”), (B) SolarMax has agreed to provide Extension Loans up to $402,696, of which loans $332,022 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, (C) during the Interim Period, Alberton shall obtain the agreement of Chardan and the holders of its Notes that were outstanding as of September 3, 2020 that all deferred underwriting and related fees due to Chardan and all of such outstanding Notes shall be settled by the delivery of the ~~sponsor~~Sponsor and its affiliates of their founder shares; and (D) during the Interim Period, Alberton shall obtain agreement of the Sponsor to transfer to Alberton for cancellation such numbers of Founder Shares and/or Private Shares equal to the cash paid by the Successor after the Merger to pay all of Alberton’s liabilities, including contingent liabilities, on the closing date (other than Alberton Closing Expenses), and including up to ~~$42,696~~$402,696 of the Extension Loans set forth in item (B) of this pagragraph provided by SolarMax, divided by the Redemption Price.

(vi)

the fact that Sponsor issued to SolarMax the Sponsor ~~December~~Interim Notes in the aggregate principal amount of ~~$128,465.66~~$219,698.05 pursuant to loan agreements dated December 18, 2020, ~~and~~ December 28, 2020 and February 1, 2021 by and between Sponsor and SolarMax. The ~~first loan was~~loans were made by SolarMax to Sponsor in order to enable Sponsor to provide funds to Alberton to pay expenses ~~of $91,854~~ incurred by Alberton in connection with the Merger ~~Agreement. The second loan, for $36,611.66, was made by SolarMax~~Agreement, to ~~Sponsor to enable Sponsor to provide funds~~pay certain accrued expenses of Alberton, and to pay the ~~SEC~~ filing ~~fee~~fees for the registration statement of which this proxy statement/prospectus is a part. Upon consummation of the Business Combination, Sponsor shall repay the Sponsor ~~December~~Interim Notes by delivery of the ~~number~~amount of the Alberton Shares held by the Sponsor ~~equal to the principal amount of the notes~~ divided by the Redemption Price. If the Business Combination is not consummated, the Sponsor ~~December~~Interim Notes would become immediately payable and carry an annual interest of 5% from the maturity date.

(vii)

the fact that we issued various Notes to third parties including several potential targets during our search for the suitable targets in the aggregated amount of $3,090,148. These Notes are non-interest bearing and payable upon the consummation of an initial business combination subject to certain repayment schedule as set forth therein and, pursuant to the Merger Agreement, are to be settled by delivery of Sponsor Shares.

(viii)

the continued indemnification of current directors and officers of Alberton and the continuation of directors’ and officers’ liability insurance after the Business Combination.

What happens if I vote against the Business Combination Proposal?

If the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination and close such transaction by April 26, 2021, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders.

Do I have redemption rights?

If you are a holder of public shares, you may redeem your 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 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. For illustrative purposes, based on funds in the trust account of approximately $[●] on the Record Date, the estimated per share redemption price would have been approximately $[●] per share. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the trust account (including interest but net of taxes payable and dissolution expenses) in connection with the liquidation of the trust account. If the Business Combination is not consummated, we may enter into an alternative business combination and close such transaction by April 26, 2021.

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your Alberton ordinary shares for or against the Business Combination Proposal or any other proposal described by this proxy statement. As a result, the Merger Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash, and the potential inability to meet the listing standards of the Nasdaq Capital Market.

How do I exercise my redemption rights?

In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern Daylight Time on [●] (two business days before the Alberton Special Meeting), (x) submit a written request to our transfer agent that we redeem your public shares for cash, and (y) deliver your stock to our transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?” below. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

What are the federal income tax consequences of exercising my redemption rights?

Alberton shareholders who exercise their redemption rights to receive cash from the trust account in exchange for their Alberton ordinary shares generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the Alberton ordinary shares redeemed. The redemption, however, may be treated as a distribution if it does not effect a meaningful reduction in the redeeming shareholder’s percentage ownership in Alberton. It is important to note that the Section 318 of the Code attribution or constructive ownership of stock rules apply when testing redemption treatment under Section 302(b). If there is attribution sufficient to cause the redemption to be treated instead under the Section 301 distribution rules which breaks non-liquidating corporate distributions into three distinct parts: (i) dividend treatment included in shareholder’s gross income under Section 301(c)(1) (which may or may not receive “qualified dividend” treatment under Section 1(h)(11)), (ii) the portion of the distribution that is not a dividend shall be applied against and reduce the shareholder’s adjusted basis in the stock pursuant to Section 301(c)(2), and (iii) any remaining portion of the distribution shall be treated as gain from the sale or exchange of the Alberton ordinary shares under Section 301(c)(3). If the receipt of cash in exchange for the ordinary shares is treated under Section 302(b) of the Code, then such gain or loss will be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. See the section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.”

If I am an Alberton warrant holder, can I exercise redemption rights with respect to my warrants?

No. The holders of our warrants have no redemption rights with respect to our warrants.

If I am an Alberton unit holder, can I exercise redemption rights with respect to my units?

No. You can only exercise redemption rights with respect to your public shares (excluding the Alberton shares upon the automatic conversion of the rights include in the units). Holders of outstanding units must separate the underlying public shares, public rights, and public warrants prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such units into public shares, public rights, and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company, or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of units to be separated and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares, public rights, and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Do I have appraisal rights if I object to the proposed Business Combination?

No. There are no appraisal rights available to holders of Alberton ordinary shares in connection with the Business Combination.

What happens to the funds held in the trust account upon the Closing?

If the Business Combination is consummated, the funds held in the trust account will be released to pay (i) to Alberton shareholders who properly exercise their redemption rights, (ii) the remaining cash balance (if any) will be used to pay up to $[●] million (of which we currently estimate all to be incurred and payable) of fees, costs, and expenses of Alberton (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees, and banking fees payable to the underwriters of our IPO), and (iii) after all redemption payments and approximately $[●] million of such fees, costs, and expenses are paid, the remaining cash balance will be used as future working capital and for other general corporate purposes of the combined company.

Q:	*What happens if the Business Combination is not consummated?*

A:	There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “The Business Combination Proposal — The Merger Agreement — Termination” for information regarding the parties’ specific termination rights.

If we do not consummate the Business Combination and fail to complete an initial business combination by April 26, 2021, 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 BVI 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. Even if the Redomestication Proposal is approved by the Alberton shareholders, if we do not consummate the Business Combination, we will not implement the Redomestication, and the rights of the Alberton shareholders will be governed by the Initial Charter and BVI law.

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 notificational 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 within 12 months (or 15 or 18 months, as applicable) from the closing of the IPO. In the event of liquidation, there will be no distribution with respect to our outstanding warrants and rights. Accordingly, the warrants and rights will expire worthless.

When is the Business Combination expected to be completed?

It is currently anticipated that the Business Combination will be consummated promptly following the Alberton Special Meeting, provided that all other conditions to the Closing have been satisfied or waived. For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Merger Agreement — Conditions to Closing of the Business Combination.”

What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank, or other nominee, on the voting instruction form provided by the broker, bank, or nominee.

How do I vote?

If you were a holder of record of our ordinary shares at the close of business on [●], the Record Date for the Alberton Special Meeting, you may vote with respect to the proposals in person at the Alberton Special Meeting, or by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank, or other nominee, you should contact your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Alberton Special Meeting and vote in person, obtain a legal proxy from your broker, bank, or nominee.

What will happen if I abstain from voting or fail to vote at the Alberton Special Meeting?

At the Alberton Special Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. A failure to vote or an abstention will have no effect on the outcome of any vote on the proposals.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by us without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal described herein and in favor of all director nominees.

If I am not going to attend the Alberton Special Meeting in person, should I return my proxy card instead?

Yes. Whether you plan to attend the Alberton Special Meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank, or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the shareholders at the Alberton Special Meeting will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purpose of determining the existence of a quorum or for purposes of determining the number of votes cast at the Alberton Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to our acting secretary or our proxy solicitor so that it is received by us prior to the Alberton Special Meeting or attend the Alberton Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to our acting secretary or proxy solicitor, which must be received by them prior to the Alberton Special Meeting. You can find address of our acting secretary and proxy solicitor in “Who can help answer my questions?” If your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting instruction form provided to you by the broker, bank or other nominee. If your shares are held in street name, and you wish to attend the special meeting and vote at the special meeting, you must bring to the special meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Who bears the cost of soliciting proxies?

Alberton will bear the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, Alberton, through its directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts. We have retained Advantage Proxy to assist us in soliciting proxies for a nominal fee plus reasonable out-of-pocket expenses.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card, you should contact:

Alberton Acquisition Corporation

Room 1001, 10/F, Capital Center

151 Gloucester Road

Wanchai, Hong Kong

Attn: Guan Wang
Tel: +86-755-2532 3281

Email: wgyx@albertoncorp.com

You may also contact our proxy solicitor at:

Advantage Proxy, Inc.

P.O. Box 13581

Des Moines, WA 98198

Attn: Karen Smith

Toll Free: (877) 870-8565

Collect: (206) 870-8565

Email: ksmith@advantageproxy.com

To obtain timely delivery, our shareholders must request the materials no later than five business days prior to the Alberton Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to our transfer agent prior to the Alberton Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004-1561

Attn: Mark Zimkind

Email: mzimkind@continentalstock.com

QUESTIONS AND ANSWERS ABOUT THE SOLARMAX PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the SolarMax Special Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our shareholders. SolarMax urges shareholders to read carefully this entire proxy statement, including the annexes and the other documents referred to herein.

What proposals are stockholders of SolarMax being asked to vote upon?

Under the Merger Agreement, the approval of the SolarMax Business Combination Proposal is a condition to the consummation of the Merger. If SolarMax’ stockholders do not approve SolarMax Business Combination Proposal, under Nevada law, SolarMax cannot complete the Merger. Nevada law requires that, in order for a Nevada corporation to consummate a merger, the merger be approved by a majority of its stockholders.

In addition to the foregoing proposals, the SolarMax stockholders also may be asked to consider and vote upon a proposal to adjourn the SolarMax Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by SolarMax that more time is necessary or appropriate to consummate the Business Combination.

SolarMax will hold the special meeting of its stockholders to consider and vote upon these proposals. This joint proxy statement/prospectus contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Stockholders of SolarMax should read it carefully.

After careful consideration, the SolarMax Board has determined that the SolarMax Business Combination Proposal, and, if presented, the SolarMax Adjournment Proposal are in the best interests of SolarMax and its stockholders and recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of any financial and personal interests of one or more of SolarMax’ directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of SolarMax and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the SolarMax Proposals. See the section entitled “SolarMax Business Combination Proposal — Interests of SolarMax’ Directors and Officers in the Business Combination” for a further discussion of this.

THE VOTE OF SOLARMAX STOCKHOLDERS IS IMPORTANT. SOLARMAX STOCKHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS JOINT PROXY STATEMENT/PROSPECTUS.

What material negative factors did the SolarMax Board consider in connection with the Business Combination?

Although the SolarMax Board believes that the Business Combination is advisable and fair to and in the best interests of, SolarMax’ stockholders, the SolarMax Board did consider certain potentially material negative factors in arriving at that conclusion. These factors include, among others, the likelihood that the Business Combination would be completed compared to the risks in executing alternatives, the risks and costs to SolarMax if the transactions contemplated by the Merger Agreement are not consummated and the fact that SolarMax entered into the Merger Agreement with a “blank check” corporation organized to effect a business combination with one or more businesses. The SolarMax Board considered the need to obtain Nasdaq approval to the transaction. In this connection, the directors recognized (i) that Alberton has approximately $15.0 million in the trust account, with Alberton having paid approximately $106 million from the trust account to redeem shares tendered from redemption by public stockholders in connection with extensions of the date by which Alberton must complete its initial business combination, (ii) the need for Alberton to amend its Original Charter to provide that Alberton have a net tangible book value of $5,000,000 prior to or upon consummation of the Merger rather than upon consummation of the Merger in view of the fact that SolarMax has, at September 30, 2020, intangible assets of approximately $7.9 and a negative net tangible book value of $15.8 million, (iii) the need to obtain Nasdaq approval of the transaction, with the understanding that (A) Alberton is not in compliance with Nasdaq’s the minimum 300 public holder requirement, however, Alberton, based on information relating to the NOBO holders of Alberton ordinary shares as of January 20, 2021, met the Nasdaq requirement for round lot holders although it has not received confirmation that Nasdaq concurs in Alberton’s conclusion, (B) Alberton is not in compliance with the Annual Meeting Requirement, thus, Alberton is treating this prospectus/proxy statement as a proxy statement for a special meeting of shareholders in lieu of the 2020 annual meeting for purposes of seeking Alberton’s shareholders’ approval of the Business Combination and related matters and the election of directors of Alberton upon completion of the Merger, and (C) that it may be necessary to complete a private placement or backstop arrangement in order to meet (a) the Nasdaq stockholders’ equity requirement of $4.0 million, if the market value of publicly held shares is at least $50.0 million or $5.0 million if this test is not met, and (b) a market value of public float of $15.0 million, with no assurance that Alberton can or will be able to meet these requirements. These factors and others are discussed in greater detail in the section entitled “SolarMax Business Combination Proposal — SolarMax’ Board of Directors’ Reasons for the Business Combination,” as well as in the section entitled “Risk Factors — Risks Related to SolarMax’ Business Operations and Industry.”

What happens if the Business Combination is not consummated?

If the Merger Agreement is not adopted by SolarMax stockholders or if the Business Combination is not completed for any other reason, SolarMax will remain an independent private company and it will expense all cost incurred in connection with the Business Combination. Because Alberton has no funds other than the trust account and SolarMax waived any claim against the trust account for payment of its extension notes, it is likely that, if the Business Combination is not completed, SolarMax will not receive payment of its Extension Notes unless Alberton enters into another Business Combination, which may be unlikely in view of the limited time until the Outside Date for completing a Business Combination.

Do I have appraisal rights in connection with the Business Combination?

No. SolarMax stockholders do not have appraisal rights with respect to the Business Combination.

What are the U.S. federal income tax consequences of the Business Combination to me?

It is intended that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the Business Combination so qualifies, SolarMax stockholders generally will not recognize gain or loss on the exchange of their SolarMax capital stock solely for shares of Successor’s common stock in the Business Combination and their basis in and holding periods for their SolarMax capital stock will generally carry over to the Successor common stock received by such holder in the Business Combination.

What do I need to do now?

SolarMax urges you to read carefully and consider the information contained in this joint proxy statement/prospectus, including the annexes and to consider how the Business Combination will affect you as a stockholder of SolarMax. Stockholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card.

How do I vote?

If you are a holder of record of SolarMax common stock on the SolarMax Record Date, you may vote in person at the SolarMax Special Meeting or by submitting a proxy for the special meeting. You may submit a proxy to SolarMax by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope or by sending a PDF of your signed proxy to SolarMax in accordance with the instructions provided.

When and where will the SolarMax Special Meeting be held?

The SolarMax Special Meeting will be held at 7:00 A.M., Pacific time, on [●], unless the SolarMax Special Meeting is adjourned.

Who is entitled to vote at the SolarMax Special Meeting?

SolarMax has fixed [●] as the SolarMax Record Date for voting at the SolarMax Special Meeting. If you were a stockholder of SolarMax at the close of business on the SolarMax Record Date, you are entitled to notice of and to vote on matters that come before the SolarMax Special Meeting. However, a stockholder may only vote his or her shares if he or she is present in person or is represented by proxy at the SolarMax Special Meeting.

How many votes do I have?

Each share of SolarMax common stock outstanding as of the SolarMax Record Date is entitled to one vote per share at the SolarMax Special Meeting.

What constitutes a quorum at the SolarMax Special Meeting?

A quorum of SolarMax stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of a one-third of the shares of SolarMax Common Stock entitled to vote constitutes a quorum for the transaction of business. However, because, Nevada law requires the approval of a majority of the voting shares for approval of the Merger, SolarMax will need the attendance and approval by proxy or in person of a majority of the shares of voting common stock entitled to notice of and to vote at the special meeting.

As of the SolarMax Record Date for the special meeting, the 22,429,786 shares are required for a quorum and the approval of 33,644,680 shares is required for the approval of the Merger.

What vote is required to approve each proposal at the SolarMax Special Meeting?

The SolarMax Proposals presented at the SolarMax Special Meeting require the following approvals: (A) the SolarMax Business Combination Proposal requires the affirmative vote of 33,644,680 shares, representing a majority of the outstanding shares of common stock entitled to vote, and (B) the SolarMax Adjournment Proposal requires the affirmative vote of a majority of the shares of common stock present and voting at the meeting provided a quorum is present.

What are the recommendations of the SolarMax Board?

The existence of any financial and personal interests of one or more of SolarMax’ directors may be argued to result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of SolarMax and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the SolarMax Proposals. See the section entitled “SolarMax Business Combination Proposal — Interests of SolarMax’ Directors and Officers in the Business Combination” for a further discussion of this.

How do other SolarMax stockholders intend to vote?

SolarMax’ directors, officers and 5% stockholders, representing approximately 41.6% of shares of SolarMax voting common stock at the Special Meeting, have agreed to vote in favor of the SolarMax Proposals.

What happens if I sell my shares of SolarMax capital stock before the SolarMax Special Meeting?

The SolarMax Record Date for the SolarMax Special Meeting is earlier than the date of the SolarMax Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of SolarMax common stock after the SolarMax Record Date, but before the special meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the SolarMax Special Meeting. You would not, however, be entitled to the Stockholder Merger Consideration.

May I change my vote after I have mailed my signed proxy card?

Yes. Stockholders may send a later-dated, signed proxy card to to SolarMax Technology, Inc., Attn: Stephen Brown, Corporate Secretary, 3080 12th Street, Riverside, CA 92507 so that it is received by SolarMax’ prior to the vote at the SolarMax Special Meeting or attend the SolarMax Special Meeting in person or by proxy and vote. Stockholders also may revoke their proxy by sending a notice of revocation to SolarMax’ secretary, which must be received by SolarMax’ secretary prior to the vote at the SolarMax Special Meeting.

What happens if I fail to take any action with respect to the SolarMax Special Meeting?

If you fail to take any action with respect to the SolarMax Special Meeting and the Business Combination is approved by stockholders and the Business Combination is consummated, you will become a stockholder of the Successor. If you fail to take any action with respect to the SolarMax Special Meeting and the Business Combination is not approved, you will remain a stockholder of SolarMax.

What ~~should~~do I have to do ~~with~~to receive my stock ~~certificates?~~certificates of the successor if the merger is approved

Each SolarMax stockholder shall be entitled to receive its portion of the merger ~~consideration subject~~consideration. SolarMax will provide the transfer agent with the name of each SolarMax stockholder and the number of shares of the Successor Corporation’s common stock to be issued to the ~~delivery~~stockholder. The transfer agent will issue the shares to the ~~exchange agent of~~stockholders’ brokerage account. If the ~~certificate(s) for its SolarMax capital stock, together with~~stockholder does not have a ~~properly completed and duly executed letter of transmittal and such other documents as may~~brokerage account, the shares will be ~~reasonably requested~~held by the ~~exchange agent.~~transfer agent in book entry form. The stockholder may at any time have the shares transferred to his brokerage account. All existing stock certificates will be cancelled, and SolarMax stockholder will be requested to return their old stock certificates to SolarMax.

What should I do if I receive more than one set of voting materials?

SolarMax stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of SolarMax capital stock.

Who can help answer my questions?

If you have any questions about how to vote or direct a vote in respect of your shares of SolarMax capital stock, you may contact SolarMax at SolarMax Technology, Inc., 3080 12^th Street, Riverside, California 92507, Attention: Stephen Brown, Chief Financial Officer.

Will my shares of Common Stock of the Successor be registered under the Securities Act?

Alberton has filed a registration statement on Form S-4 covering the issuance of the shares of Successor Common Stock, and this proxy statement/prospectus is a part of the registration statement. Unless you are an affiliate of the Successor you will receive shares of Common Stock that are may be sold in the open market, ~~provided that you have send your completed letter of transmittal and your stock certificate to Alberton’s transfer agent, Continental Stock Transfer & Trust Company,~~ subject to any restrictions on any lock-up agreement that you may have signed. Stockholders who are affiliates of Successor are limited to the manner of sale pursuant to Rule 145, which requires compliance with certain of the provisions of Rule 144.

SELECTED HISTORICAL FINANCIAL INFORMATION OF ALBERTON

The following table sets forth selected historical financial information derived from Alberton’s unaudited condensed financial statements as of September 30, 2020, and for the nine months then ended, and the audited financial statements as of December 31, 2019 and 2018 and for the year ended December 31, 2019, and for the period from February 16, 2018 (inception), to December 31, 2018, each of which is included elsewhere in this proxy statement/prospectus. The unaudited interim financial information has been prepared on a basis consistent with Alberton’s audited financial statements and should be read in conjunction with the interim unaudited financial statements and the audited financial statements and related notes included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Alberton Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Alberton’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

In dollars except share amounts

	Nine months ended September 30,						Year ended December 31,			February 16 (inception) to December 31
	2020			2019			2019			2018
Income Statement Data:
Operating costs	$	(395,447	)	$	(371,681	)	$	(484,108	)	$	(102,685	)
Interest earned on investment held in Trust Account		559,019			1,999,894			2,572,276			444,218
Other Income		835			598			2,193			175
Net Income	$	164,407		$	1,628,811		$	2,090,361		$	341,708
Weighted average number of shares outstanding		4,292,420	⁽¹⁾		4,095,763	⁽¹⁾		4,097,705	⁽²⁾		1,117,863	⁽²⁾
Net income (loss) per ordinary share: basic and diluted	$	0.01		$	(0.05	)	$	(0.06	)	$	0.02

Cash Flow Data:
Net cash used in operating activities	$	(26,759	)	$	(364,114	)	$	(475,255	)	$	(103,917	)
Net cash provided by (used in) investing activities		104,430,318			-			(1,148,800	)		(114,879,920	)
Net cash provided by (used in) financing activities		(104,879,118	)		1,148,000			1,648,800			115,436,246

(1) Excludes an aggregate of up to 264,008 and 10,586,284 ordinary shares subject to possible redemption at September 30, 2020 and 2019, respectively.

(2) Excludes an aggregate of up to 10,477,559 and 10,603,302 shares subject to possible redemption at December 31, 2019 and 2018, respectively. An aggregate of 3,002 shares of ordinary share were cancelled after partial exercise of the over-allotment option by the underwriters at December 31, 2018.

	September 30, 2020		December 31, 2019		December 31, 2018
Balance Sheet Data:
Cash	$	1,595	$	477,154	$	452,409
Cash and investments held in Trust Account	$	15,174,028	$	119,045,327	$	115,324,251
Total assets	$	15,195,008	$	119,530,814	$	115,790,422
Ordinary shares subject to possible redemption		264,008		10,477,559		10,603,302
Total shareholders’ equity	$	5,000,006	$	5,000,008	$	5,000,004

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF SolarMax

The following table sets forth selected historical financial information derived from SolarMax’ unaudited condensed financial statements as of September 30, 2020, and for the nine months ended September 30, 2020 and 2019, and the audited financial statements as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018, each of which is included elsewhere in this proxy statement/prospectus. The unaudited interim financial information has been prepared on a basis consistent with SolarMax’ audited financial statements and should be read in conjunction with the interim unaudited financial statements and the audited financial statements and related notes included elsewhere in this proxy statement/prospectus. Dollars are in thousands, except per share amounts.

Consolidated Statement of Operations Information:

	Nine Months Ended September 30,						Year Ended December 31,
	2020			2019			2019			2018
Revenues:
Solar projects (China)	$	58,483		$	4,792		$	4,990		$	58,369
Solar Systems (US)		22,347			27,738			36,902			28,515
Finance revenue		1,374			1,488			2,007			1,748
LED		4,254			408			491			857
Power purchase agreements and other		2,207			--			--			339
Total revenue		88,665			34,426			44,390			89,828
Gross profit		10,988			7,837			9,739			9,251
Operating income (loss)		992			(4,775	)		(7,503	)		(11,499	)
Net loss		(1,007	)		(6,787	)		(8,973	)		(14,705	)
Net loss attributable to SolarMax		(993	)		(6,747	)		(8,917	)		(14,598	)
Net loss per share (basic and diluted)	$	(0.01	)	$	(0.10	)	$	(0.13	)	$	(0.22	)
Weighted average shares of common stock outstanding		66,844,159			67,271,160			67,161,448			66,347,493

Cash Flow Information:
	Nine Months Ended September 30,						Year Ended December 31,
	2020			2019			2019			2018
Net (cash used) in operating activities	$	(22,875	)		(6,858	)	$	(48,802	)	$	(14,872	)
Net cash provided by (used in) investment activities		5,895			29			(16,793	)		648,337
Net cash provided by financing activities		24,151			2,466			41,547			5,459
Net increase (decrease) in cash and cash equivalents and restricted cash		7,107			4,681			(7,367	)		(9,446	)

Consolidated Balance Sheet Information:

	September 30,				December 31,
	2020				2019			2018
Assets	$	116,037			$	141,550		$	111,020
Current assets		80,391		��		101,266			70,601
Working capital		15,091				22,767			8,074
Accumulated deficit		(60,932	)			(59,839	)		(50,341	)
Stockholders’ equity (deficit) attributable to SolarMax		(7,882	)			(6,936	)		1,726

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(In dollars except shares amounts)

The following unaudited pro forma condensed combined financial statements of Alberton present the combination of the financial information of Alberton and SolarMax adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of September 30, 2020 combines the historical balance sheet of Alberton and the historical balance sheet of SolarMax on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 combine the historical statements of operations of Alberton and SolarMax for such periods on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2019, the beginning of the earliest period ~~presented:~~presented.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to events that are: (i) directly attributable to the Business Combination; (ii) factually supportable; and (iii) with respect to the statement of operations, expected to have a continuing impact on Alberton’s results following the completion of the Business Combination. Other than related transactions that have already occurred, such as the sale and issuance of Alberton common shares, there are no circumstances under with the Business Combination could proceed without one or more of the related transactions also occurring.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

●

the accompanying notes to the unaudited pro forma condensed combined financial statements;

●

the historical audited financial statements of Alberton as of and for the year ended December 31, 2019;

●

the historical unaudited financial statements of Alberton as of and for the nine months ended September 30, 2020, and the related notes;

●

the historical audited consolidated financial statements and related notes of SolarMax as of and for the year ended December 31, 2019;

●

the historical unaudited consolidated financial statements and related notes of SolarMax as of and for the nine-month period ended September 30, 2020; and

●

other information relating to Alberton and SolarMax contained in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth under “The Business Combination.”

Pursuant to Alberton’s Currrent Charter, Public Stockholders are being offered the opportunity to redeem, upon the closing of the Business Combination, shares of Alberton common shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account. For illustrative purpose, based on the fair value of cash and investments held in the Trust Account as of September 30, 2020, the estimated per share redemption price for the 264,008 shares subject to possible redemption would have been $10.73 per share.

The unaudited pro forma condensed combined financial statements present two redemption scenarios as follows:

●

Assuming No Redemption—this scenario assumes that no shares of Alberton common shares are redeemed; and

●

Assuming Maximum Redemption—this scenario assumes that 264,008 shares of Alberton common shares are redeemed for an aggregate payment of approximately $2.8 million (based on the estimated per share redemption price of $10.73 per share based on the fair value of cash and investments held in the Trust Account as of September 30, 2020) from the Trust Account.

Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Alberton will be treated as the acquired company and SolarMax will be treated as the acquirer for financial statement reporting purposes. SolarMax has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

●

SolarMax’ existing shareholders will have the greatest voting interest in the combined entity under the no and maximum redemption scenarios with over [XX% and XX%] voting interest, respectively;

●

SolarMax’ directors will represent 6 of the 7 board seats for the combined company’s board of directors;

●

SolarMax’ existing shareholders will have the ability to control decisions regarding election and removal of directors and officers of the combined entity’s executive board of directors; and

●

SolarMax’ senior management will be the senior management of the combined company.

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of Alberton following the completion of the Business Combination. The unaudited pro forma adjustments represent Alberton’s management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2020

						*(Assuming No Redemptions)*								*(Assuming Maximum Redemptions)*
	Alberton		SolarMax			Pro Forma Adjustments				Pro Forma Combined				Pro Forma Adjustments				Pro Forma Combined
Assets
Current Assets
Cash and cash equivalents	$	1,595	$	16,115,011		$	15,174,028		A	$	31,290,634			$	15,174,028		A	$	28,457,833
															(2,832,801	)	I
Restricted cash, current		-		1,176,246							1,176,246								1,176,246
Bankers’ acceptance		-		510,399							510,399								510,399
Accounts receivable, net		-		2,338,121							2,338,121		��						2,338,121
Unbilled receivables on completed contracts (related party)		-		3,603,065							3,603,065								3,603,065
Unbilled receivables on completed contracts		-		8,563,425							8,563,425								8,563,425
Contract assets		-		4,167,943							4,167,943								4,167,943
Customer loans receivable, current portion		-		7,611,908							7,611,908								7,611,908
Inventories, net		-		25,029,197							25,029,197								25,029,197
Receivable from SPIC		-		5,765,148							5,765,148								5,765,148
Other receivables and current assets		19,385		5,030,429							5,049,814								5,049,814
Total current assets		20,980		79,910,892			15,174,028				95,105,900				12,341,227				92,273,099
Property and equipment, net		-		978,960							978,960								978,960
Goodwill		-		7,884,209							7,884,209								7,884,209
Investments in unconsolidated joint ventures		-		25,905							25,905								25,905
Investments in unconsolidated solar project companies		-		5,430,746							5,430,746								5,430,746
Customer loans receivable, net, noncurrent		-		20,929,682							20,929,682								20,929,682
Deferred tax assets		-		120,728							120,728								120,728
Restricted cash, noncurrent		-		110,206							110,206								110,206
Cash and investments held in Trust Account		15,174,028		-			(15,174,028	)	A		-				(15,174,028	)	A		-
Other assets		-		164,626							164,626								164,626
Total assets	$	15,195,008	$	115,555,954		$	-			$	130,750,963			$	(2,832,801	)		$	127,918,162

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable		187,604		16,867,765							17,055,369								17,055,369
Accounts payable to related parties		205,000		2,260,113							2,465,113								2,465,113
Bank and other unsecured loans, current		-		2,796,462							2,796,462								2,796,462
Unsecured loans from related parties		-		450,000							450,000								450,000
Secured loans from related parties, current		-		22,500,000							22,500,000								22,500,000
Secured convertible debt, current		-		4,100,000							4,100,000								4,100,000
Promissory note		1,868,800		-			(1,868,800	)	B		-				(1,868,800	)	B		-
Promissory note from related party		1,080,000		-			(1,080,000	)	B		-				(1,080,000	)	B		-
Contract liabilities		-		3,556,408							3,556,408								3,556,408
Accrued expenses and other payables		-		12,289,195			1,300,000		C		13,589,196				1,300,000		C		13,589,196
Total current liabilities		3,341,404		64,819,943			(1,648,800	)			66,512,548				(1,648,800	)			66,512,548
Bank and other unsecured loans, noncurrent		-		1,976,183							1,976,183								1,976,183
Secured loans from related parties, noncurrent		-		12,000,000							12,000,000								12,000,000
Secured convertible debt, noncurrent - net of debt discount		-		15,925,270							15,925,270								15,925,270
Solar project financing, noncurrent		-		24,039,522							24,039,522								24,039,522
Deferred underwriting compensation		4,020,797		-			(4,020,797	)	D		-				(4,020,797	)	D		-
Other liabilities		-		4,677,470							4,677,470								4,677,470
Total liabilities		7,362,201		123,438,388			(5,669,597	)			125,130,993				(5,669,597	)			125,130,993

Commitments and Contingencies
Ordinary shares subject to possible redemption		2,832,801		-			(2,832,801	)	H		-				(2,832,801	)	I		-

Stockholders’ equity
Common stock – Successor		-					3,202		F		3,343				3,202		F		3,317
							115		F						115		F
							26		H
Additional paid-in capital - Successor		-
							2,948,800		B		68,142,177				2,948,800		B		65,309,402
							4,020,797		D						4,020,797		D
							56,643,444		F						56,643,444		F
							(115	)	F						(115	)	F
							1,696,476		G						1,696,476		G
							2,832,775		H
Common shares - Alberton		2,403,530					(2,403,530	)	F		-				(2,403,530	)	F		-
Common stock - SolarMax				68,944			(2,100	)	E		-				(2,100	)	E		-
							(66,844	)	F						(66,844	)	F
Additional paid-in capital				55,983,061			(1,806,789	)	E		-				(1,806,789	)	E		-
							(54,176,272	)	F						(54,176,272	)	F
Treasury stock - SolarMax				(1,808,889	)		1,808,889		E		-				1,808,889		E		-
Retained earnings - Alberton		2,596,476					(900,000	)	C		-				(900,000	)	C		-
							(1,696,476	)	G						(1,696,476	)	G
Accumulated deficit - SolarMax				(60,832,062	)		(400,000	)	C		(61,232,062	)			(400,000	)	C		(61,232,062	)
Accumulated other comprehensive income/loss		-		(1,081,539	)						(1,081,539	)							(1,081,539	)
Total stockholders’ equity		5,000,006		(7,670,485	)		8,502,398				5,831,919				5,669,597				2,999,118
Non-controlling interest				(211,949	)						(211,949	)							(211,949	)
Total stockholders’ equity adjusted for non-controlling interest		5,000,006		(7,882,434	)		8,502,398				5,619,970				5,669,597				2,787,169
Total liabilities and stockholders’ equity	$	15,195,008	$	115,555,954		$	-			$	130,750,963			$	(2,832,801	)		$	127,918,162

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

							(Assuming No Redemptions)							(Assuming Maximum Redemptions)													(Assuming No Redemptions)							(Assuming Maximum Redemptions)
	Alberton			SolarMax			Pro Forma Adjustments				Pro Forma Combined			Pro Forma Adjustments				Pro Forma Combined			Alberton			SolarMax			Pro Forma Adjustments				Pro Forma Combined			Pro Forma Adjustments				Pro Forma Combined
Revenue
United States operations	$	-		$	27,975,303		$	-			$	27,975,303		$	-			$	27,975,303		$	-		$	27,975,303		$	-			$	27,975,303		$	-			$	27,975,303
China operations		-			60,689,995							60,689,995							60,689,995			-			60,689,995							60,689,995							60,689,995
Total revenues		-			88,665,298			-				88,665,298			-				88,665,298			-			88,665,298			-				88,665,298			-				88,665,298

Cost of revenue		-			77,677,405							77,677,405							77,677,405			-			77,677,405							77,677,405							77,677,405
Gross profit		-			10,987,893			-				10,987,893			-				10,987,893			-			10,987,893			-				10,987,893			-				10,987,893

Operating expenses
General and administrative		395,447			9,014,688			11,219,634		J		21,954,769			11,219,634		J		21,954,769			395,447			9,014,688			11,219,634		J		21,954,769			11,219,634		J		21,954,769

								1,325,000		L					1,325,000		L											1,325,000		L					1,325,000		L
Selling and marketing		-			980,829							980,829							980,829			-			980,829							980,829							980,829
Total operating expense		395,447			9,995,517			12,544,634				22,935,598			12,544,634				22,935,598			395,447			9,995,517			12,544,634				22,935,598			12,544,634				22,935,598

Operating income (loss)		(395,447	)		992,376			(12,544,634	)			(11,947,705	)		(12,544,634	)			(11,947,705	)		(395,447	)		992,376			(12,544,634	)			(11,947,705	)		(12,544,634	)			(11,947,705	)

Other income (expense)
Interest income		559,854			78,501			(559,854	)	M		78,501			(559,854	)	M		78,501			559,854			78,501			(559,854	)	M		78,501			(559,854	)	M		78,501
Interest expense		-			(2,644,621	)						(2,644,621	)						(2,644,621	)		-			(2,644,621	)						(2,644,621	)						(2,644,621	)
Equity in (loss) income of unconsolidated joint ventures		-			(83,130	)						(83,130	)						(83,130	)		-			(83,130	)						(83,130	)						(83,130	)
Equity in income of solar project companies		-			421,222							421,222							421,222			-			421,222							421,222							421,222
Gain on debt extinguishment		-			720,276							720,276							720,276			-			720,276							720,276							720,276
Loss on partial sale of equity in solar project company		-			(126,223	)						(126,223	)						(126,223	)		-			(126,223	)						(126,223	)						(126,223	)
Income attributable to ordinary shares subject to possible redemption		(104,313	)		-			104,313		M		-			104,313		M		-			(104,313	)		-			104,313		M		-			104,313		M		-
Other income (expense), net		-			324,102							324,102							324,102			-			324,102							324,102							324,102
Total other income (expense)		455,541			(1,309,873	)		(455,541	)			(1,309,873	)		(455,541	)			(1,309,873	)		455,541			(1,309,873	)		(455,541	)			(1,309,873	)		(455,541	)			(1,309,873	)

Income (loss) before income taxes		60,094			(317,497	)		(13,000,175	)			(13,257,578	)		(13,000,175	)			(13,257,578	)		60,094			(317,497	)		(13,000,175	)			(13,257,578	)		(13,000,175	)			(13,257,578	)
Income tax (benefit) provision		-			689,468							689,468							689,468			-			689,468							689,468							689,468
Net income (loss)		60,094			(1,006,965	)		(13,000,175	)			(13,947,046	)		(13,000,175	)			(13,947,046	)		60,094			(1,006,965	)		(13,000,175	)			(13,947,046	)		(13,000,175	)			(13,947,046	)

Net income (loss) attributable to noncontrolling interest		-			(14,167	)						(14,167	)						(14,167	)		-			(14,167	)						(14,167	)						(14,167	)

Net income (loss) attributable to stockholders	$	60,094		$	(992,798	)	$	(13,000,175	)		$	(13,932,879	)	$	(13,000,175	)		$	(13,932,879	)	$	60,094		$	(992,796	)	$	(13,000,175	)		$	(13,932,877	)	$	(13,000,175	)		$	(13,932,877	)

Net income (loss) per share attributable to stockholders
Basic and diluted	$	0.01		$	(0.01	)					$	(0.42	)					$	(0.42	)	$	0.01		$	(0.01	)					$	(0.42	)					$	(0.42	)
Weighted average shares
Basic and diluted		4,292,420			66,844,159							33,375,141							33,111,133			4,292,420			66,844,159							33,375,141							33,111,133

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2019

							(Assuming No Redemptions)							(Assuming Maximum Redemptions)
	Alberton			SolarMax			Pro Forma Adjustments				Pro Forma Combined			Pro Forma Adjustments				Pro Forma Combined
Revenue
United States operations	$	-		$	39,400,256		$	-			$	39,400,256		$	-			$	39,400,256
China operations
Related party		-			4,741,633							4,741,633							4,741,633
Unrelated party		-			248,318							248,318							248,318
Total		-			4,989,951			-				4,989,951			-				4,989,951

Total revenues		-			44,390,207			-				44,390,207			-				44,390,207

Cost of revenue		-			34,650,879							34,650,879							34,650,879
Gross profit		-			9,739,328			-				9,739,328			-				9,739,328

Operating expenses
General and administrative		484,108			15,019,562			14,959,512		K		31,788,182			14,959,512		K		31,788,182
								1,325,000		L					1,325,000		L

Selling and marketing		-			2,223,238							2,223,238							2,223,238
Total operating expense		484,108			17,242,800			16,284,512				34,011,420			16,284,512				34,011,420

Operating loss		(484,108	)		(7,503,472	)		(16,284,512	)			(24,272,092	)		(16,284,512	)			(24,272,092	)

Other income (expense)
Interest income		2,574,469			366,326			(2,574,469	)	M		366,326			(2,574,469	)	M		366,326
Interest expense		-			(2,227,053	)						(2,227,053	)						(2,227,053	)
Equity in (loss) income of unconsolidated joint ventures		-			(63,394	)						(63,394	)						(63,394	)
Income attributable to ordinary shares subject to possible redemption		(2,345,916	)		-			2,345,916		M		-			2,345,916		M		-
Other income (expense), net		-			(86,104	)						(86,104	)						(86,104	)
Total other income (expense)		228,553			(2,010,225	)		(228,553	)			(2,010,225	)		(228,553	)			(2,010,225	)

Income (loss) before income taxes		(255,555	)		(9,513,697	)		(16,513,065	)			(26,282,317	)		(16,513,065	)			(26,282,317	)
Income tax (benefit) provision		-			(540,239	)						(540,239	)						(540,239	)
Net income (loss)		(255,555	)		(8,973,458	)		(16,513,065	)			(25,742,078	)		(16,513,065	)			(25,742,078	)

Net income (loss) attributable to noncontrolling interest		-			(56,499	)						(56,499	)						(56,499	)

Net income (loss) attributable to stockholders	$	(255,555	)	$	(8,916,959	)	$	(16,513,065	)		$	(25,685,579	)	$	(16,513,065	)		$	(25,685,579	)

Net income (loss) per share attributable to stockholders
Basic and diluted	$	(0.06	)	$	(0.13	)					$	(0.59	)					$	(0.78	)
Weighted average shares
Basic and diluted		4,097,705			67,161,448							43,525,322							33,047,763

1. Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Alberton will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of SolarMax issuing stock for the net assets of Alberton, accompanied by a recapitalization.

The net assets of Alberton will be stated at historical cost, with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined balance sheet as of September 30, 2020 gives pro forma effect to the Business Combination as if it had been consummated on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 give pro forma effect to the Business Combination as if it had been consummated on January 1, 2019, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined balance sheet as of September 30, 2020 has been prepared using, and should be read in conjunction with, the following:

●

Alberton’s unaudited balance sheet as of September 30, 2020, and the related notes included in Alberton’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020; and

●

SolarMax’ unaudited balance sheet and related notes as of September 30, 2020.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 has been prepared using, and should be read in conjunction with, the following:

●

Alberton’s unaudited statement of operations for the nine months ended September 30, 2020, and the related notes included in Alberton’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020; and

●

SolarMax’ unaudited statement of operations and related notes for the nine months ended September 30, 2020.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 has been prepared using, and should be read in conjunction with, the following:

●

Alberton’s audited statement of operations for the year ended December 31, 2019, and the related notes included in Alberton’s Annual Report on Form 10-K for the year ended December 31, 2019; and

●

SolarMax’ audited statement of operations and related notes for the year ended December 31, 2019.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination. The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that Alberton believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Alberton believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Alberton and SolarMax.

2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are (1) directly attributable to the Business Combination, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the results of the post-combination company. Alberton and SolarMax have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed consolidated income tax returns during the periods presented.

Adjustments to Unaudited Pro Forma Condensed Financial statements

The adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

Represents the reclassification of $15.2 million of cash and investments held in the Trust Account that becomes available following the Business Combination.

Represents the payment of promissory notes totaling approximately $2.9 million, $1.1 million of which is from a related party, that become due and payable upon consummation of a Business Combination. Pursuant to the Merger Agreement, these obligations are to be settled by the delivery of Sponsor Shares. In the pro forma, the payment of these obligations by delivery by the Sponsor of shares owned by the Sponsor is being treated as a contribution to capital of the Sponsor Shares used to satisfy these obligations and the issuance by Albertson of the shares in satisfaction of the debt obligations. Sponsor shares are valued at $10.77 per share, which is the estimated redemption amount per share as November 30, 2020.

Represents an accrual for preliminary estimated transaction costs to be incurred by Alberton and SolarMax of approximately $0.9 million and $0.4 million, respectively, for advisory, banking, printing, legal, and accounting fees that are not capitalized as a part of the Business Combination. The unaudited pro forma condensed combined balance sheet reflects these costs as an increase in accrued expenses of $1.3 million with a corresponding decrease in retained earnings for Alberton and accumulated deficit for SolarMax. These costs are not included in the unaudited pro forma condensed combined statement of operations as they are nonrecurring.

Represents deferred underwriting costs incurred by Alberton of approximately $4.0 million in connection with its IPO that is due and payable upon consummation of a Business Combination. Pursuant to the Merger Agreement, these obligations are to be settled by the delivery of Sponsor Shares. In this pro forma, the payment of these obligations by delivery by the Sponsor of shares owned by the Sponsor is being treated as a contribution to capital of the Sponsor Shares used to satisfy these obligations and the issuance by Albertson of the shares in satisfaction of the debt obligations. Sponsor shares are valued at $10.77 per share, which is the estimated redemption amount per share as November 30, 2020.

Represents the retirement of 2,100,000 shares of SolarMax treasury stock upon consummation of the Business Combination.

Represents the redomestication of Alberton common shares and recapitalization of SolarMax common stock into Successor’s common stock. This adjustment includes the automatic conversion of 11,479,043 rights of Alberton into 1,147,904 shares of Successor’s common stock at the Closing.

Represents the elimination of Alberton’s historical retained earnings after recording the transaction costs to be incurred by Alberton as described in note C.

Represents the reclassification of $2.8 million of Alberton common shares subject to possible redemption to permanent equity, assuming no redemptions.

Represents the redemption of the maximum number of shares of 264,008 ordinary shares of Alberton common shares for $2.8 million at a redemption price of $10.73 per share (based on the fair value of cash and investments held in the Trust Account as of September 30, 2020).

Represents the recognition of share-based compensation expense of SolarMax stock options that vest subsequent to the consummation of the Business Combination, half of the options vests six months after consummation and the remaining half vests one year after consummation. As share-based compensation expense is amortized on a straight-line basis over the one-year period, this amount represents nine months of share-based compensation expense for SolarMax stock options recognized over the nine months ended September 30, 2020.

Represents the recognition of share-based compensation expense of SolarMax stock options that vest subsequent to the consummation of the Business Combination. For the year ended December 31, 2019, the entire amount would have been expensed as all the options would have been fully vested by December 31, 2019.

Represents the recognition of share-based compensation expense of SolarMax restricted stock that vest six months subsequent to the consummation of the Business Combination.

Represents the elimination of investment income related to the investment held in the Trust Account.

3. Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2019. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire periods presented. When assuming maximum redemption, this calculation is adjusted to eliminate such shares for the entire periods.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption for the nine months ended September 30, 2020 and the year ended December 31, 2019:

	Nine Months Ended September 30, 2020						Year Ended December 31, 2019
	Assuming No Redemptions			Assuming Maximum Redemptions			Assuming No Redemptions			Assuming Maximum Redemptions
Pro forma net loss	$	(13,932,877	)	$	(13,932,877	)	$	(25,685,579	)	$	(25,685,579	)
Basic weighted average shares outstanding		33,375,141			33,111,133			43,525,322			33,047,763
Net loss per share--basic and diluted	$	(0.42	)	$	(0.42	)	$	(0.59	)	$	(0.78	)

Basic weighted average shares outstanding
Alberton public stockholder		4,556,428			4,292,420			14,575,264			4,097,705
Alberton shares related to conversion rights		1,147,904			1,147,904			1,147,904			1,147,904
Current SolarMax stockholders, as converted ¹		27,670,809			27,670,809			27,802,154			27,802,154
		33,375,141			33,111,133			43,525,322			33,047,763

1	Based on the weighted average of SolarMax shares at period-end using an exchange ratio of 0.41396 shares of Alberton common shares for one share of SolarMax common stock.

Book Value per Share

The pro forma book value information reflects the Business Combination and related transactions as if it had been consummated on September 30, 2020. The weighted average shares outstanding and net loss per share information give pro forma effect to the Business Combination and related transactions as if it had occurred on January 1, 2020.

This information is only a summary and should be read together with the financial statements of Alberton and SolarMax and the related nots and Management’s Discussion and Analysis of Financial Condition and Results of Operations for SolarMax and Alberton contained elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Alberton and SolarMax is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes of SolarMax and Alberton included elsewhere in this proxy statement/prospectus.

						Combined Pro Forma				Equivalent Pro Forma ⁽²⁾
	Alberton (Historical)		SolarMax (Historical)			Assuming No Redemptions		Assuming Maximum Redemptions		Assuming No Redemptions		Assuming Maximum Redemptions
As of September 30, 2020
Book value per share ⁽³⁾	$	1.15	$	(0.11	)	$	0.17	$	0.09	$	0.07	$	0.04
Common shares outstanding - Alberton		4,352,230		-			-		-		-		-
Common stock outstanding - SolarMax		-		66,844,159			-		-		-		-
Common stock outstanding - Successor		-		-			33,375,141		33,111,133		-		-

⁽²⁾

Equivalent pro forma per share is based on an assumed exchange ratio of 0.41396 shares of Alberton common shares for one share of SolarMax common stock, based on a Redemption Price of $10.77.

⁽³⁾

Book value per share = total equity / shares outstanding.

MARKET PRICE AND DIVIDEND INFORMATION

Alberton

Market Price of Alberton Units, Ordinary Shares, Warrants, and Rights

Alberton’s 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.

In connection with the closing of the Business Combination, Alberton will change its corporate name to “SolarMax Technology Holdings, Inc.” and Alberton’s ordinary shares, warrants, and rights will be converted into the Successor’s common stock, warrants, and rights. Alberton anticipates that, following the closing of the Business Combination, the Successor’s common stock and common stock warrants will be traded on Nasdaq under the symbols “SMXT,” and “SMXTW,” respectively. Alberton’s units will separate into their component ordinary shares, rights, and warrants and the units will no longer be listed on Nasdaq.

On ~~December 18,~~Februrary 5, 2020, Alberton’s ordinary shares had a closing price of ~~$10.96,~~$13.64, its warrants had a closing price of ~~$0.79,~~$1.16, its rights had a closing price of ~~$0.40,~~$0.86, and its units had a closing price of ~~$12.99.~~$16.50.

Holders of Alberton units, ordinary shares, warrants, and rights should obtain current market quotations for their securities. The market price of Alberton units, ordinary shares, warrants, and rights could vary at any time before the business combination with SolarMax.

Holders

As of the Alberton Record Date, there was one holder of record of Alberton’s units, there were 7 holders of record of Alberton’s ordinary shares, 1 holder of record of Alberton’s units, 0 holder of record of Alberton’s warrants, and 0 holder of record of Alberton’s rights.

SolarMax

SolarMax’ securities are not publicly traded. As of November 30, 2020, there were 76 record holders of SolarMax Common Stock.

Dividends

Alberton

Alberton has not paid any cash dividends on its 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 its 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 its board of directors to retain all earnings, if any, for use in its business operations and, accordingly, its board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, its board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if it incurs any indebtedness, its ability to declare dividends may be limited by restrictive covenants it may agree to in connection therewith.

SolarMax

SolarMax has never paid or declared any cash dividends on its common stock, and it does not anticipate paying any cash dividends on its common stock in the foreseeable future. SolarMax intends to retain all available funds and future earnings, if any, to fund the development and expansion of its business. Any future determination to pay dividends will be at the discretion of its board of directors and will depend upon a number of factors, including the results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors its board of directors deems relevant.

Each of SolarMax’ PRC subsidiaries may only distribute dividends after making funding certain statutory reserves, consisting of the statutory surplus reserve and discretionary surplus reserve, based on its after-tax net income determined in accordance with PRC GAAP. Appropriation to the statutory surplus reserve for each entity should be at least 10% of the after-tax net income determined in accordance with the PRC GAAP until the reserve is equal to 50% of such entity’s registered capital. SolarMax anticipates that its PRC subsidiaries will require any available cash for the development of their businesses. Certain of the project subsidiaries have covenants in their financing agreements that restrict the payment of dividends. These restrictions affect the ability of SolarMax to pay dividends to its stockholders.

Dividend Policy of the Successor Following the Business Combination

Following consummation of the Business Combination, the Successor intends to retain all available funds and future earnings, if any, to fund the development and expansion of its business. Any future determination to pay dividends will be at the discretion of its board of directors and will depend upon a number of factors, including the results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors its board of directors deems relevant.

Each of SolarMax’ PRC subsidiaries, which will be the Successor’s subsidiaries following the Merger, may only distribute dividends after making funding certain statutory reserves, consisting of the statutory surplus reserve and discretionary surplus reserve, based on its after-tax net income determined in accordance with PRC GAAP. Appropriation to the statutory surplus reserve for each entity should be at least 10% of the after-tax net income determined in accordance with the PRC GAAP until the reserve is equal to 50% of such entity’s registered capital. We anticipate that our PRC subsidiaries will require any available cash for the development of their businesses. Certain of the project subsidiaries have covenants in their financing agreements that restrict the payment of dividends. These restrictions affect the ability of the Successor to pay dividends to stockholders.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. The Successor’s actual results, which will be the results of SolarMax’ operations, could differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in the “Risk Factors,” “Management Discussion and Analysis of Financial Condition and Result of Operations of SolarMax,” and “Business of SolarMax” sections. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words. References to “our” and words of like import refer to the operations of Alberton prior to the Merger and the oprations of of Successor following the Merger, which will be the business of SolarMax. Specifically, forward-looking statements with respect to Successor and its operations following the Merger may include statements relating to:

	●	Our ability to obtaining any financing we may require to enable us to finance our customer’s purchase of solar systems and to finance any solar projects in China;

	●	Our ability to pay or finance SolarMax existing debt to related parties, of which $22.5 million is currently due at September 30, 2020 as well as money owned to present and former executive officer, and the potential market impact of its proposed refinancing of its EB-5 debt through the issuance of secured convertible notes and the issuance of common stock upon conversion of the $20.5 million principal amount of outstanding convertible notes as well as any convertible notes which may be issued in the future;

	●	Our ability to enter into agreements for the construction and maintenance of solar farms in China;

	●	Our dependence for revenue on agreements with State Power Investment Corporation Guizhou Jinyuan Weining Energy Co., Ltd. (“SPIC”), which is a large state-owned enterprise under the administration of the Chinese government and which was the sole source of revenue for SolarMax’ China segment, and a related party, which accounted for most of SolarMax’ revenue in our China segment for 2019 and 2018, and our ability to attract new clients’ solar projects in China;

	●	SolarMax’ ability to continue to provide services for SPIC, which is a state-owned enterprise and any government policies which may affect the procurement practices of SPIC;

	●	The availability of tax incentives and other benefits sufficient to justify a customer’s purchase of a solar system;

	●	The effect of the COVID19 pandemic and the steps taken by governments in California and China to address the pandemic, including business closures;

	●	The ability of the solar user to sell excess power to local utility companies on reasonable terms;

	●	Assumptions regarding the size of the available market, benefits of our products, product pricing, timing of product installations;

	●	Assumptions relating to our ability to operate a public company;

	●	Our ability to obtain contracts for solar systems in China;

	●	The development of a market for residential and commercial photovoltaic systems, which are rooftop systems, in China and which his not now a significant market in China and our ability to obtain contracts for these systems;

	●	Our ability to install solar systems in China at costs which will enable us to operate profitably;

	●	Our ability to engage and retain qualified executive and management personnel;

●

Our ability to implement an effective financing program for our products that enable us to generate revenue from customers in the United States segment who meet our credit criteria;

	●	Our ability to pay or finance our existing debt to related parties which has matured or is expected to mature within one year from the date of the proxy statement/prospectus, of which ~~$23.0~~$20.5 million is currently due, and the potential market impact of our proposed refinancing through the issuance of secured convertible notes and the issuance of common stock upon conversion of the ~~$19.4~~$18.1 million principal amount of outstanding convertible notes at ~~December 18, 2020,~~February 5, 2021, as well as any convertible notes which may be issued in the future;

	●	Our dependence upon a small number of key executive officers, principally our chief executive officer;

	●	Competition with both local utility companies and other companies offering electricity service as well as other solar energy companies;

	●	The effect of changes in climate and weather patterns in the areas we serve, including the effects of increased wildfires in California;

	●	Delays in our ability to purchase solar panels and other raw materials for our systems;

	●	The effect that changes of government regulations affecting fossil fuel and renewable energy and trade and tariff policies have on the solar power industry;

	●	Our ability to engage and retain qualified executive and management personnel as we seek to expand our operations in the United States and China;

	●	Our ability to reduce our costs and expenses;

	●	Our ability to operate profitably;

	●	The effect of prices of raw materials, including solar panels, and our ability to source raw materials at reasonable prices;

	●	Our compliance with all applicable regulations;

	●	Our ability to install systems in a timely manner;

	●	Our ability to develop and maintain an effective system of disclosure controls and internal control over financial reporting, and our ability to produce timely and accurate financial statements or comply with applicable regulations;

	●	Risks associated with the Business Combination that may impact the Successor following the Closing;

	●	our ability to operate without infringing the intellectual property rights of others;

	●	The effect of general economic and financial conditions in the United States, China and the rest of the world as well as the relationship between the United States and China, including trade disputes between the United States and China, which could adversely affect our operations;

	●	Other factors which affect the solar energy industry in general; and

	●	Other factors which affect companies with significant operations in China.

Some other factors relating to Alberton and the Business Combination that could cause actual results to differ include:

●

the occurrence of any event, change, or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement;

●

the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain approval of the shareholders of Alberton, or other conditions to closing in the Merger Agreement;

●

the inability to obtain or maintain the listing of the post-combination company on Nasdaq following the Business Combination;

●

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things the ability of the combined company to obtain regulatory approvals, commercialize products, generate revenue, and manage growth profitably;

●

costs related to the Business Combination;

●

the ability to obtain additional funds for operations;

●

our ability to operate without infringing the intellectual property rights of others;

●

the impact of applicable laws and regulations;

●

the possibility that SolarMax or Alberton may be adversely affected by other economic, business, or competitive factors; and

●

other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this proxy statement and our management’s current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our or SolarMax’ views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set forth in this proxy statement, or in deciding whether to exercise your redemption rights. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

Any forward-looking statement in this proxy statement/prospectus reflects our current view with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to our business, results of operations, industry, and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

This proxy statement/prospectus also contains projections and other information concerning SolarMax’ industry, business, and the markets for certain products and services, including data regarding the estimated size of those markets, their projected growth rates.

Information that is based on estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, these industry, business, market, and other data were obtained from reports, research surveys, studies, and similar data prepared by third parties, industry, medical, and general publications, government data, and similar sources. In some cases, we do not expressly refer to the sources from which these data are derived.

You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the Alberton Special Meeting. The following risk factors apply to the business and operations of SolarMax and will also apply to the business and operations of the post-combination company following the completion of the Business Combination. Since the business of Alberton subsequent to completion of the Merger will be the business of SolarMax, the risks relating to SolarMax’ business, including those included under “Risks Related to SolarMax” will apply to Successor. The occurrence of one or more of the events or circumstances described in these risk factors, alone, or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition, and results of operations of the post-combination company. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern.

Our auditor, Friedman LLP, has indicated in its report on our financial statements for the fiscal year ended December 31, 2019 that conditions exist that raise substantial doubt about our ability to continue as a going concern. A “going concern” qualification could impair our ability to finance our operations through the sale of equity, to incur debt, or to pursue other financing alternatives. Our ability to continue as a going concern will depend upon the availability and terms of future funding, continued growth in services, improved operating margins and our ability to operate profitably if we complete a Business Combination. If we are unable to achieve these goals, our business would be jeopardized and may not be able to continue. If we ceased operations, it is likely that all of our investors would lose their investment.

If we are unable to consummate a business combination, our public shareholders may be forced to wait until April 2021 before receiving distributions from the trust account.

We will have until April 26, 2021 to complete a business combination. We have no obligation to return funds to investors prior to such date unless we consummate a business combination prior thereto and only then in cases where investors have sought to convert or sell their shares to us. Only after the expiration of this full time period will public security holders be entitled to distributions from the trust account if we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate your investment, public security holders may be forced to sell their public shares or rights, potentially at a loss.

We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our shareholders and likely cause a change in control of our ownership.

As of the date hereof, we have 4,615,238 ordinary shares issued and outstanding. Our Current Charter authorizes the issuance of up to 300,000,000 ordinary shares, no par value, and 100,000,000 preference shares, no par value. As of the date of this proxy statement/prospectus there were 295,384,762 authorized but unissued ordinary shares and all or the preference shares available for issuance (after appropriate reservation for the issuance of the shares underlying the public and private rights and the unit purchase options). Pursuant to the Merger Agreement we have agreed to issue common stock (after the Redomestication) valued at $300,000,000 to the SolarMax stockholders pursuant to the Merger Agreement and additional shares are to be reserved for issuance upon exercise of options and upon conversion of SolarMax convertible debt. In addition, we may issue additional shares or convertible securities in connection with any financing which may be necessary for us to complete the Merger. All such issuances, in additional to issuances upon exercise of outstanding warrants, will dilute the interest of the public shareholders. The issuance of additional ordinary shares or preference shares will not reduce the per-share conversion amount in the trust account, but:

If we incur indebtedness, our lenders will not have a claim on the cash in the trust account and such indebtedness will not decrease the per-share conversion amount in the trust account.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or rights, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated Memorandum and Articles of Association to modify 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 and (iii) the redemption of our public shares if we are unable to complete an initial business combination by April 26, 2021, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of rights will not have any right to the proceeds held in the trust account with respect to the rights. Accordingly, to liquidate your investment, you may be forced to sell your public shares or rights, potentially at a loss.

If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share redemption price received by shareholders may be less than $10.00.

Our placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors and service providers we engage and prospective target businesses we negotiate with 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, they may not execute such agreements. Furthermore, even if such entities execute such agreements with us, they may seek recourse against the trust account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of our public shareholders. If we are unable to complete a business combination and distribute the proceeds held in trust to our public shareholders, has agreed (subject to certain exceptions described elsewhere in this prospectus) that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per share 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, who is the Sponsor, 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. Therefore, the per-share distribution from the trust account may be less than $10.00, plus interest, due to such claims.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we may not be able to return to our public shareholders at least $10.00.

Our directors may decide not to enforce the Sponsor’s indemnification obligations, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below $10.00 per public share and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce such indemnification obligations. It is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

Redemptions in connection with the previous extensions make it more difficult for us to complete a Business Combination.

Upon completion of our IPO and a contemporaneous private placement, we placed $114,879,920 in the Trust Account. In connection with the April 2020 Extension and the October 2020 Extension, we paid a total of ~~$102,749,822.40~~$105,879,118 and $10,770.13, respectively, to public shareholders who exercised their redemption rights. As a result, we currently have approximately $15.2 million in the Trust Account. The reduction in the funds in the Trust Account makes it more difficult for us to complete a Business Combination since it reduces the funds available upon completion of the Business Combination to provide both working capital for the combined business following the Business Combination and a public float which barely meets the Nasdaq $15.0 million market value of the public float requirement. It also results in a reduction of the number of stockholders that we have, and we have been notified by Nasdaq that we do not meet the minimum number of round lot stockholders. Although we have obtained an extension to March 1, 2021 to regain compliance with this listing requirement, we cannot give assurance that we will be able to satisfy this requirement by that date. Thus, in order to meet the Nasdaq listing requirement for the Business Combination it is likely that we will have to raise additional funding, either through a private placement or a backstop arrangement, in connection with the Business Combination to enable us to meet the Nasdaq listing requirements and complete a Business Combination, with no assurance that we will be able to obtain the necessary funding on reasonable terms, if any.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them.

Our amended and restated Memorandum and Articles of Association provide that we will continue in existence only until April 26, 2021. If we have not completed a business combination by such date, 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 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to us (which interest shall be net of taxes payable), 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to our obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. We cannot assure you that we will properly assess all claims that may be potentially brought against us. Accordingly, we cannot assure you that third parties will not seek to recover from our shareholders amounts owed to them by us.

In connection with any voluntary liquidation, the liquidator would give notice to our 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 he considers appropriate, after which our remaining assets would be distributed.

As soon as our affairs are fully wound-up, if we were to liquidate, the liquidator must complete his statement of account and will then notify the Registrar of Corporate Affairs in the British Virgin Islands, or the “Registrar,” that the liquidation has been completed. 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 a 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.

In any liquidation proceedings of the company under British Virgin Islands law, the funds held in our trust account may 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 such claims deplete the trust account we may not be able to return to our public shareholders the redemption amounts payable to them.

Our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

Our officers and directors have waived their right to convert their founder shares or any other shares purchased in the IPO or thereafter, or to receive distributions from the trust account with respect to their founder shares upon our liquidation if we are unable to consummate a business combination. Accordingly, the shares acquired prior to the IPO will be worthless if we do not consummate a business combination. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

Nasdaq may delist our securities from quotation on its exchange which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our securities are currently listed on Nasdaq, a national securities exchange. In connection with our initial business combination, Nasdaq will require us to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities. We cannot assure you that, if we are required to comply with state securities or blue-sky laws, we will be able to comply before the Outside Date. Further, if we are not listed on Nasdaq, SolarMax is likely to terminate the Business Combination agreement.

We are an emerging growth company within the meaning of the Securities Act and we have taken advantage of certain exemptions from disclosure requirements available to emerging growth companies; this could make the Successor’s securities less attractive to investors and may make it more difficult to compare the Successor’s performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2002 (the “JOBS Act”) and has taken 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 internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our 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. As a result, our shareholders may not have access to certain information they may deem important. We and the Successor may be an emerging growth company for up to five years, although circumstances could cause the loss of that status earlier, including if the market value of the common stock held by non-affiliates exceeds $700 million as of any May 31 before that time, in which case the Successor would no longer be an emerging growth company as of the following December 31 (or such other date as may be applicable were the Successor to change its fiscal year). We cannot predict whether investors will find its or the Successor’s securities less attractive because we and the Successor rely on these exemptions. If some investors find the securities less attractive as a result of reliance on these exemptions, the trading prices of the Successor’s securities may be lower than they otherwise would be, there may be a less active trading market for the Successor’s securities and the trading prices of the securities may be more volatile.

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 an election to opt out is irrevocable. We have elected 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, we, 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 our 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.

In connection with the vote to approve the Business Combination, we offer each public shareholder the option to vote in favor of the Business Combination and still seek conversion of his, her or its shares.

In connection with any vote to approve the Business Combination, we offer each public shareholder (but not our initial shareholders, officers or directors) the right to have his, her or its ordinary shares converted to cash (subject to the limitations described elsewhere in this prospectus) regardless of whether such shareholder votes for or against such Business Combination. This ability to seek conversion while voting in favor of our Business Combination may make it more likely that we will consummate the Business Combination.

In connection with Alberton Special Meeting called to approve the Business Combination, we may require shareholders who wish to redeem their shares in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights.

In connection with Alberton Special Meeting called to approve the Business Combination, each public shareholder will have the right, regardless of whether he is voting for or against such proposed business combination, to demand that we redeem his shares for a pro rata share of the trust account as of two business days prior to the consummation of the initial business combination. We may require public shareholders who wish to redeem their shares in connection with the Business Combination to either (i) tender their certificates (if any) to our transfer agent or (ii) deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holders’ option, in each case prior to a date set forth in the tender offer documents or proxy materials sent in connection with the proposal to approve the business combination. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than we anticipate for shareholders to deliver their shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their conversion rights and thus may be unable to redeem their shares.

Our officers and directors and their affiliates control a substantial interest in us and can approve the Business Combination without the vote of other shareholders.

As of the date hereof, our officers and directors and their affiliates own approximately 69.4% of our issued and outstanding ordinary shares) and have agreed to vote for the Business Combination. Our Sponsor and one insider shareholder, collectively representing 56.7% of our issued and outstanding ordinary shares, have agreed to retain their Founder Shares and Private Shares for all periods relevant to our shareholder vote on vote all of their shares of Alberton ordinary shares in favor of the Merger Agreement and related transactions. As a result, the approval of each proposal by our public shareholders is not needed in order to approve the Alberton Proposals. Since the proposals relating to the Business Combination require the approval of the holders of a majority of the ordinary shares entitled to vote at the Special Meeting, our officers and directors and their affiliates can approval the Business Combination without the vote of the other shareholders.

If our security holders exercise their registration rights, it may have an adverse effect on the market price of our ordinary shares and the existence of these rights may make it more difficult to effect a business combination.

Our initial shareholders are entitled to make a demand that we register the resale of the founder shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the holders of the private units and any units our officers, directors, or their affiliates may be issued in payment of working capital loans made to us are entitled to demand that we register the resale of these units we issue to them (and the underlying securities) commencing at any time after we consummate an initial business combination. The presence of these additional securities trading in the public market may have an adverse effect on the market price of our securities. In addition, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business, as the shareholders of the target business may be discouraged from entering into a business combination with us or will request a higher price for their securities because of the potential effect the exercise of such rights may have on the trading market for our ordinary shares.

If we do not conduct an adequate due diligence investigation of a target business, we may be required to subsequently take write-downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

We must conduct a due diligence investigation of the target businesses we intend to acquire. Intensive due diligence is time consuming and expensive due to the operations, accounting, finance and legal professionals who must be involved in the due diligence process. Even if we conduct extensive due diligence on a target business, this diligence may not reveal all material issues that may affect a particular target business, and factors outside the control of the target business and outside of our control may later arise. If our diligence fails to identify issues specific to a target business, industry or the environment in which the target business operates, we may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses or increased losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our ordinary shares. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

We did not obtain a fairness opinion with respect to SolarMax and therefore you may be relying solely on the judgment of our board of directors in approving the Business Combination.

We are only required to obtain a fairness opinion with respect to the target business that we seek to acquire if it is an entity that is affiliated with any of our officers, directors or initial shareholders. As SolarMax is not affiliated with any of our officers, directors or initial shareholders, we have no obligation to obtain a fairness opinion and we did not obtain a fairness option in connection with the Merger Agreement with SolarMax. Accordingly, investors will be relying solely on the judgment of our board of directors in approving the Business Combination.

Because we are incorporated under the laws of the British Virgin Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited prior to the Redomestication.

We are a company incorporated under the laws of the British Virgin Islands. As a result, it may be difficult for investors to enforce judgments obtained in the United States courts against our directors or officers.

Until the Redomestication is effected, our corporate affairs are governed by the Memorandum and Articles of Association, the Companies Act and the common law of the British Virgin Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under British Virgin Islands law are governed by the Companies Act and the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived from English common law, and while the decisions of the English courts are of persuasive authority, they are not binding on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, while statutory provisions do exist in BVI law for derivative actions to be brought in certain circumstances, shareholders in BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available with respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred.

There is no statutory recognition in the British Virgin Islands of judgments obtained in the United States, although the courts of the British Virgin Islands will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary provided that the U.S. judgment:

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our board of directors, management or controlling shareholders than they would as public shareholders of a U.S. company.

We may qualify as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors.

In general, we will be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned corporate subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned corporate subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of assets that generate passive income. If we are determined to be a PFIC for U.S. federal income tax purposes for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Taxation — United States Federal Income Taxation — General”) of our units, ordinary shares or rights, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. Our actual PFIC status for our current taxable year may depend on whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned “Taxation — United States Federal Income Taxation U.S. Holders — Passive Foreign Investment Company Rules”). Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year (or after the end of the start-up period, if later). Accordingly, there can be no assurance with respect to our status as a PFIC for U.S. federal income tax purposes for our current taxable year or any subsequent taxable year. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules.

We may qualify as a controlled foreign corporation, which could result in adverse U.S. federal income tax consequences to certain U.S. investors.

A U.S. Holder who (directly, indirectly, or constructively) owns 10% or more of our stock (by vote or value) (a “10% U.S. Shareholder”) will be subject to the “controlled foreign corporation” (CFC) rules for U.S. federal income tax purposes if we are a CFC. Under the CFC rules, each 10% U.S. Shareholder generally must include annually certain amounts as income, including its pro rata share of the CFC’s “subpart F income” and any “global intangible low-taxed income,” even if no distributions are made by us to shareholders. In general, a foreign corporation will be treated as a CFC only if its 10% U.S. Shareholders collectively own more than 50% of its stock (by vote or value) on any day during the tax year of the foreign corporation. Although we expect, because of the dispersion of our shares, that we will not become a CFC, no assurance can be made until our ordinary shares and rights are issued. We urge U.S. investors to consult their own tax advisors regarding the possible application of the CFC rules.

Recently enacted tax reform legislation in the U.S. could adversely affect our business and financial condition following a business combination.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law, making significant changes to the Internal Revenue Code of 1986, as amended. Changes under the Tax Act include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, a mandatory deemed repatriation of previously untaxed cumulative foreign earnings (generally applicable to 10% U.S. shareholders of a CFC and taxed at reduced rates), a limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), a limitation of the deduction for net operating losses to 80% of current year taxable income and the elimination of net operating loss carrybacks the transition to a “participation exemption system” for the taxation of earnings of foreign corporations, where a U.S. C corporation can generally deduct 100% of dividends received from the foreign source of income of a 10% owned foreign corporation, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits. The overall impact of the Tax Act is uncertain, and it could make completing a business combination with us less appealing than with companies in other countries. In addition, it is uncertain if and to what extent various states will conform to the Tax Act and what effect any legal challenges will have on the Tax Act, including litigation in the U.S. and international challenges brought by organizations such as the World Trade Organization. The impact of the Tax Act on holders of our securities is also uncertain and could be adverse. Investors should consult with their legal and tax advisors with respect to the Tax Act and the potential tax consequences of investing in or holding our securities.

If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial business combination, certain members of our management team will resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with our laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues, which may adversely affect our operations.

SolarMax has sustained losses since its organization, and we cannot assure you that SolarMax can or will operate profitably.

SolarMax incurred net losses of approximately $1.0 million for the nine months ended September 30, 2020, approximately $9.0 million for the year ended December 31, 2019 and approximately $14.7 million for the year ended December 31, 2018, and SolarMax used approximately $22.9 million in operations in the nine months ended September 30, 2020, and SolarMax’ financial statements for the nine months ended September 30, 2020 and the years ended December 31, 2019 and 2018 have a going concern footnote. The losses in all periods resulted primarily from losses in the United States segment although SolarMax incurred a loss from the China segment for the year ended December 31, 2019. Substantially all the revenues from the China segment for the nine months ended September 30, 2020 were generated in the six months ended June 30, 2020, and SolarMax generated nominal revenue from its China segment in the three months ended September 30, 2020. Revenues from the United States operations decreased to approximately $28.0 million for the nine months ended September 30, 2020 from approximately $29.6 million for the nine months ended September 30, 2019. We incurred negative cash flows from operations of approximately $22.9 million for the nine months ended September 30, 2020, approximately $48.8 million for 2019 and approximately $14.9 million in 2018. SolarMax will need to increase its revenue and reduce its costs for its operations in both the United States and China in order for SolarMax to operate profitably. We cannot assure you that SolarMax will be able to operate profitably or achieve positive cash flows from operations in the future, and the failure to do so may impair our ability to continue in business.

SolarMax’ business has been affected by the COVID-19 pandemic and the steps taken by the governments in California and China to address the pandemic.

In response to the COVID-19 pandemic, governmental authorities have recommended or ordered the limitation or cessation of certain business or commercial activities in jurisdictions in which SolarMax operates. Further, the issuance of permits necessary for residential solar systems was affected because some local California government offices that issued permits for solar installations were closed for parts of the second quarter and, as a result of government workers working from home subsequent to the second quarter, effectively operated with reduced hours. As a result, in the United States, SolarMax experienced a lower level of residential solar energy system installations with a decline in revenue in the nine months ended September 30, 2020, compared to the same period in 2019. In China, the timing of final solar farm project approvals for two projects and the beginning of one new solar farm installation were delayed for approximately three months but the delays are not expected to have a material impact on SolarMax’ China business in 2020 as the two projects that SolarMax expected to complete in 2020 were completed, and SolarMax commenced work on a project, known as the Ancha project, which had been in negotiations with SPIC. However, SolarMax did not enter into any new contracts for its China segment other than the Ancha contract. SolarMax had filed a registration statement with the SEC with respect to its initial public offering. In large part because of the effects of the COVID-19 pandemic and the steps taken by the State of California and the government of the PRC to address the pandemic, SolarMax did not complete its public offering and sought to raise funds though the Merger with Alberton. Further, SolarMax’ recognition of revenue from two of its contracts with SPIC was delayed because the government office whose consent was required was closed for the pandemic.

To the extent that the government in California or China institutes or recommends further closures, including closures or reduced office hours of the government offices that process permits for solar installation, SolarMax may suffer a further decline in revenue and results of operations. As a result of the COVID-19 pandemic, SolarMax’ operations in China were temporarily disrupted due to the lockdown and the operations have gradually returned to normal operation beginning in the second quarter of 2020. In March and April 2020, SolarMax’ United States operations experienced the impact of COVID-19 that resulted in the implementation of headcount reduction and other cost-saving measures in an effort to improve liquidity. SolarMax obtained additional liquidity through the available government assistance programs in the form of loans and grants. As of the date of this proxy statement/prospectus, the extent to which the COVID-19 pandemic may materially impact SolarMax’ financial condition, liquidity or results of operations is uncertain.

Because almost all of SolarMax’ revenue in China was derived from two customers, one of which is a related party, SolarMax’ inability to develop new business in China could impair its ability to grow and to operate profitably.

Since the second half of 2019, SolarMax’ business in China consisted of EPC services pursuant to agreements with State Power Investment Corporation Guizhou Jinyuan Weining Energy Co., Ltd. (“, which, together with its affiliated entities is referred to as “SPIC,”), which is a large state-owned enterprise under the administration of the Chinese government that holds a range of energy assets. All of SolarMax’ China revenues for the nine months ended September 30, 2020 were generated from two projects for SPIC. This revenue includes revenue from the EPC services performed on the two projects of approximately $58.5 million, or 66% of total revenue, all of which was generated in the second quarter, and also includes approximately $2.2 million of revenues from respective 25-year power purchase agreements between the project companies for Yilong #2 and Xingren, which was generated during the nine months ended September 30, 2020. As of September 30, 2020, SolarMax had not generated any revenue from SPIC prior to the second quarter of 2020, and substantially all of SolarMax’ revenues from its China segment for the nine months ended September 30, 2020 was generated during the six months ended June 30, 2020. Prior to the second half of 2019, most of SolarMax’ revenue from its China segment was generated from subsidiaries or affiliates of Changzhou Almaden Co., Ltd., which is a related party that we refer to in this proxy statement as AMD. Revenue from AMD accounted for 0%, 96% and 53% of the revenue of its China segment for the nine months ended September 30, 2020 and the years ended December 31, 2019 and 2018, respectively. Revenue from AMD and its subsidiaries and affiliates accounted for approximately 0%, 11% and 34% of SolarMax’ consolidated revenue for the nine months ended September 30, 2020 and the years ended December 31, 2019 and 2018, respectively. At ~~December 15, 2020,~~February 5, 2021, SolarMax does not have any agreements or projects in its China segment other than ~~one project~~two projects for ~~SPIC.~~SPIC, both of which are expected to be completed in the first quarter of 2021, with no assurance that SolarMax will enter into additional agreements with SPIC or others. SolarMax’ inability to increase its customer base may impair our ability to grow and operate profitably following completion of the Merger. Further, SolarMax’ current dependence on a ~~state owned~~state-owned enterprise for its business could materially impair its ability to operate profitably in China, and the willingness of non-related parties to enter into agreement with SolarMax and the terms of such agreements may be impacted by the trade relationship between the United States and China. In dealing with SPIC, SolarMax may be subject to government policies relating to such factors as the terms on which SolarMax sells the project and SPIC’s procurement policies. As a ~~state owned~~state-owned enterprise, SPIC may favor Chinese companies over subsidiaries of a United States company. We cannot assure you that SolarMax will be able to continue to sell solar farm projects to SPIC or that it will be able to generate an acceptable gross margin on this work. If SolarMax is unable to continue to generate revenue from SPIC and AMD and its affiliates on reasonable terms and if it fails to generate business in China from non-affiliated parties it may be necessary for us to discontinue SolarMax’ Chinese operations.

SolarMax may require significant funds in excess of the funds available to us following the Merger to fund SolarMax’ operations following the Merger, and if the Merger is not completed, SolarMax will require funding from other sources, which may not be available on reasonable terms, if at all.

The solar energy systems market is cash intensive, particularly with respect to the financing of purchases by our United States customers and the construction of solar farm projects in China. SolarMax requires the anticipated funds available upon completion of the Merger to finance its customers’ purchases of solar energy systems in the United States and to finance solar farm projects in China and for working capital purposes, including current debt obligations. SolarMax’ failure to obtain financing could materially impair its ability to expand its financing activities for solar installations in the United States.

Although SolarMax contracts with its customers generally provide for progress payments, because of the amount and timing of the receipt of progress payments, SolarMax requires project financing for its solar project in China. Because SolarMax’ revenue and cash flow from its China segment can vary significantly from quarter to quarter, following the completion of the Merger, we may need significant funds to finance SolarMax’ China operations during periods when those operations do not have significant or any revenue or cash flow from operations. In the nine months ended September 30, 2020, most of SolarMax’ revenues from its China segment were generated primarily in the second quarter, when its performance obligations were complete, and nominal revenues were generated in the third quarter. Although SolarMax has obtained project funding for its three projects with SPIC, the funding is related to the specific project and is not available to SolarMax for working capital. The funds available to SolarMax upon completion of the Merger may not be sufficient to enable SolarMax to expand its financing activities and meet its requirements to develop and expand its business in China and pay its current liabilities. Furthermore, if subsequent to the closing of the Merger we need to raise additional funds, we cannot assure you as to the availability or terms of any financing. Any equity financing could result in dilution to our stockholders. Further, to the extent that we have to rely on debt rather than equity, our profit from financing operations will be impacted and changes in interest rates may further reduce our margins on the loans. If we are not able to finance the sale of SolarMax’ systems, whether through loans to customers or leases with customers, SolarMax’ failure to sell its solar energy systems will adversely affect our revenues and the results of our operations. SolarMax requires funds for its operations regardless of whether the Merger is completed. If the Merger is not completed, SolarMax will need to look for funding from other sources, with no assurance that such funding will be available on reasonable terms, if at all. Prior to entering into the Merger Agreement, SolarMax had sought to raise funds through an underwritten public offering, which it was not able to complete, largely because of the COVID-19 pandemic and the steps taken by the State of California and the government of the PRC to address the pandemic. SolarMax requires funding from other sources and the failure to obtain necessary financing may impair its ability to continue in operations.

SolarMax requires significant funds to pay its current debt obligations, including obligations to management.

SolarMax’ China segment has substantial immediate funding requirements. In December 2018, SolarMax borrowed $1,000,000 at an interest rate of 6% per annum from an unrelated party on which $150,000 of the principal remains due. In May 2020, SolarMax borrowed $2,000,000 at an interest rate of 6% per annum from an unrelated party which matures April 30, 2021. A portion of the cash available upon completion of the Merge will be used to pay these loans. Further, to the extent that SolarMax uses funds available upon completion of the Merger to pay SolarMax’ debt obligations, including the loans through the United States government’s EB-5 program described in the following Risk Factor, we will not have funds available for other uses, including the development of SolarMax’ China segment or the expansion of our financing activities in the United States. In addition to SolarMax’ current debt, it owes its chief executive officers and its former executive vice president and one other former employee a total of $1,275,000 in connection with SolarMax’ repurchase of their stock, and, at ~~November 30, 3030,~~January 31, 2021, SolarMax owed its chief executive officer and former executive vice president a total of approximately ~~$1.64~~$1.7 million for deferred salary and bonus due pursuant to their employment agreements, all of which are due following completion of the Merger. We cannot assure you that we will be able to obtain funding from any sources other than the funds available following the completion of the Merger. Our inability to obtain any financing we require could materially impair our ability to develop our business and to operate profitably.

SolarMax has relied on loans through the United States government’s EB-5 program, which loans need to be refinanced when they become due, and we cannot assure you that the limited partners will accept our proposed terms of the refinancing or that a substantial portion of the proceeds of this offering will not be required to pay the loans.

Prior to September 30, 2019, two of SolarMax’ subsidiaries borrowed a total of $55,500,000 from Clean Energy Funding (“CEF”) and Clean Energy Funding II (“CEF II”), who are related parties. CEF and CEF II are limited partnerships of which the general partner is a limited liability company owned and managed by two of SolarMax’ directors, one of whom is the chief executive officer, and a former executive officer/director. The funding was made pursuant to the United States government’s EB-5 program, and the lenders made loans from the proceeds of capital contributions of the limited partners who made their investment as part of the EB-5 program. Under this program, which is administered by the United States Customs and Immigration Service, entrepreneurs (and their spouses and unmarried children under 21) are eligible to apply for a green card (permanent residence) if they make the necessary investment in a commercial enterprise in the United States and plan to create or preserve 10 permanent full-time jobs for qualified United States workers. SolarMax is a commercial enterprise that creates permanent full-time jobs in the United States. The loans are secured and are payable 48 months from the date of the advance and may be extended by the lender as may be necessary to meet applicable USCIS immigrant investor visa requirements, which is the date when the final step of the EB-5 visa process is completed and the immigrant investors, who are the limited partners of the lender, can become lawful permanent residents of the United States. As of September 30, 2020, the initial four-year term of all of the loans had expired and the loans are on extension until the limited partners have met the USCIS requirements. As the loans matured, SolarMax offered the limited partners, in lieu of the payment by the limited partnership, a convertible note with a term of five years, with 20% of the principal amount being due on each of the first, second, third fourth and fifth anniversaries of the date of issuance. The notes are secured by the same assets that secured the notes issued to the lenders. As of ~~December 18, 2020,~~February 5, 2021, notes to the CEF and CEF II in the aggregate principal amount of ~~$34.5~~$32.0 million were outstanding, and convertible notes in the principal amount of ~~$20.5~~$22.5 million had been issued to former limited partners of CEF, of which principal payments of ~~$1,100,000~~$2.4 million had been made on the first anniversary of the respective dates of issuance, a convertible ~~note~~notes in the principal amount of ~~$500,000~~$1.0 million had been early redeemed for ~~$330,000,~~$730,000, and the outstanding principal amount ~~was $19.4~~of $18.1 million was outstanding. With respect to the outstanding notes to CEF and CEF II, limited partners who made investments of ~~$13.0~~$11.0 million can currently demand repayment from the lender of their investment in the partnership which made the loans to SolarMax, which can trigger a payment obligation on SolarMax’ subsidiary’s part. Because the date on which the remaining limited partners can demand repayment of their capital account is dependent upon the approval of their petition for permanent residency, SolarMax cannot predict when or whether such petition will be approved. We cannot assure you that we will have or be able to obtain the funds to pay the EB-5 loans when they mature, and our inability to pay or refinance these loans could have a material adverse effect upon SolarMax’ business and Successor’s business following the Merger. To the extent that SolarMax is unable and, following the effective time of the Merger, Successor is unable, to refinance these obligations, we will use a portion of the available funds following the Merger for such purpose or it may be necessary to modify the terms of the convertible notes. If the limited partners who have the right to demand repayment of their capital accounts exercise their right, which can trigger the maturing of loans in the total principal amount of ~~$13.0~~$11.0 million, the funds available following completion of the Merger may not be sufficient to provide us with funds to pay such loans, and we can give have no assurance that we will be able to obtain funding from other sources or reasonable terms, if at all. Following the Merger, we intend to offer the limited partners who funded the loans from CEF and CEF II convertible notes, similar to the notes issued by SolarMax. We cannot assure you that the remaining limited partners or any significant number of the remaining limited partners will accept the note in lieu of cash repayment of their capital account or that we would not have to revise the terms of the notes in order to obtain the agreement of such limited partners to a refinancing. To the extent that we use these funds to pay the loans, we will have less proceeds for the development and expansion of SolarMax’ business. ~~Two~~Four of the limited partners of CEF have commenced actions against CEF, SolarMax and others seeking repayment of their capital contribution to CEF totaling ~~$1.0~~$2.0 million. See “Business of SolarMax – Legal Proceedings.” We cannot predict the outcome of the litigation, but the ~~$1,000,000~~$2.0 million claimed by the limited partners is included in the amount of the loan due to CEF on SolarMax’ financial statements. Other limited partners may commence litigation rather than accept our convertible notes. Since SolarMax cannot predict when additional loans will become due or whether the limited partners will accept our proposed refinancing, it is possible that SolarMax may have to raise funds in additional to the funds available upon completion of the Merger to make to pay these loans. These loans that can become due based on the approvals of petitions for permanent resident status which have been obtained, together with other loans which may become due substantially exceed the anticipated funds available upon completion of the Merger. As a result, we would need to obtain funding from other sources. We cannot assure you that other sources of financing will be available to us on reasonable, if any, terms. Further, to the extent that the limited partners accept our proposed refinancing, the subsequent sale of their common stock issued upon conversion of their convertible notes could have a material negative effect upon the market price of our common stock. Further, the market for and the market price of our common stock at the time we seek to obtain the agreement of the remaining limited partners to accept our convertible notes in lieu of cash payments of their capital accounts may affect the willingness of the limited partners to accept our convertible debt and the terms that they would accept. Further, if the limited partners accept convertible notes, the sale of the underlying shares or the market’s perception of the effect of the sale of such shares may have a material adverse effect upon the price of our common stock.

SolarMax may not be successful in developing its solar farm project business in China.

In order to conduct the solar farm project business in China, SolarMax will need to:

In the event that we are not able to satisfy any of these conditions, we may not be able to generate income from our China operations, and it may be necessary for us to suspend or terminate these operations. Further, the development of solar projects also may be adversely affected by many other factors outside of our control, such as inclement weather, acts of God, and delays in regulatory approvals or in third parties’ delivery of equipment or other materials, shortages of skilled labor. We cannot assure you that we will be able to engage in the solar farm business successfully. Our failure to operate this business successfully will materially impair our financial condition and the results of our operations.

Delays in construction of solar farms could increase SolarMax’ costs and impair its revenue stream from our China operations.

SolarMax presently obtains permits and constructs solar farms for its end user customers to whom it sells the projects. SolarMax incurs significant costs prior to completion, and the contracts with the end user typically have a completion schedule. Any delay would delay SolarMax’ receipt of payment from the customer as well as its recognition of revenue from the project. If the delay is significant, it could result in penalties under the contract or a refusal of the customer to pay the stated purchase price or any interim payments that are due under the contract. Delays can result from a number of factors, many of which are beyond our control, and include, but are not limited to:

United States trade policy affects SolarMax’ ability to purchase domestic solar panel.

One of the effects of the United States tariffs on imported solar panels, including solar panel from China, is an increased demand for products manufactured in the United States which may affect both SolarMax’ ability to purchase solar panels and the price and other terms at which solar panels are available to SolarMax. SolarMax’ inability to obtain domestically produced solar panels at a reasonable cost can impair its ability to generate revenue and maintain reasonable gross margins.

Changes in the PRC Government policies on solar power and industry conditions as well as changes in the trade relationship between the United States and China could affect SolarMax’ ability to generate business in China.

SolarMax’ ability to develop business in China is dependent upon the continuation of government policies relating to solar power and the relationship between the solar farm owner and the local utility company. Any changes in the policies or practices that affect the solar power industry could make the construction and operation of a solar farm less desirable. Although our China subsidiary is a licensed EPC contractor in China, changes in the law or regulations could make it difficult or more expensive for us to maintain our license. Delays in payments from the utility companies or difficulties in connecting with the grid could also make solar farms less attractive. Any regulations or practices that give preference to a China business rather than a subsidiary of a United States business or which would require SolarMax to devote a portion of its profit for local uses would also make it more difficult or more expensive to operate its business. We cannot assure you that changes in law or practices will not impair SolarMax’ ability to conduct its business in China. Further, any deterioration in the relationship between the United States and China on trade and related matters may impair our ability to obtain permits for solar farms and to enter into EPC and other agreements for solar farms in China.

SolarMax’ cost of revenues and its operating expenses increased significantly both in U.S. dollars and as a percentage of revenues. Unless SolarMax is able to reduce both its cost of revenues and its operating costs, it will not be able to operate profitably. There are many factors beyond SolarMax’ control that may affect its costs, such as the price of components, cost of labor and the availability of warehouse and office space at reasonable rents as well as the effect of competition. Unless we are able to control our costs, we will not be able to operate profitably. We cannot assure you that we can or will ever operate profitably.

Because a small number of customers in China represents a significant percentage of SolarMax’ revenue, SolarMax needs to continue to develop new clients if it is to generate revenue from its China segment.

The nature of SolarMax’ business in China is such that a small number of customers is responsible for a significant percentage of both our revenue from the China segment and of our total revenue. Because EPC contracts are of limited duration, once SolarMax completes the construction and installation of a solar farm, there is no ongoing revenue stream from the customer. Although SolarMax offers to perform ongoing maintenance services for the solar farm once it is completed, it does not have presently have any such contracts and it may not have such contracts in the future. Accordingly, it is necessarily for SolarMax, on an ongoing basis, to continue to develop new EPC business, and its failure to develop the EPC business will impair SolarMax’ ability to operate profitably and the ability of its China segment to continue operations. Further, because SolarMax is dependent upon a small number of customers, with its only present contract being with SPIC, a state-owned enterprise, and most of its revenue in the years ended December 31, 2019 and 2018 being with related parties, SolarMax’ quarterly revenues from China are affected by the timing of contracts it receives and the time during which the work is performed, which could result in significant changes in revenue and net income from the China segment from quarter to quarter.

Because SolarMax relies on its relationship with one leasing company, its failure or inability to maintain this relationship may impair our ability to operate profitably.

In order to provide customers with the ability to lease our solar systems, we have entered into a channel agreement with Sunrun, Inc. (“Sunrun”), a third-party leasing company, pursuant to which Sunrun appointed SolarMax as its sales representative to solicit orders from residential customers for Sunrun’s products in portions of southern California. SolarMax’ agreement with Sunrun terminates in January 2021, and SolarMax is negotiating an extension of the agreement. In the event that SolarMax is not able to negotiate an agreement with Sunrun or an extension of its existing agreement. SolarMax believes that it would be able to enter into a leasing agreement with another equipment leasing company, although no assurance can be given as to the ability of SolarMax to enter into an extension with Sunrun or enter into an acceptable agreement with another equipment leasing company. Sunrun was the third largest customer of our United States segment and the fourth largest customer overall for the nine months ended September 30, 2020. Sunrun was SolarMax’ second largest customer overall and the largest customer for its United States segment for the year ended December 31, 2019 and its third largest customer overall and the largest customer for our United States segment in 2018. Sales to Sunrun were $0.7 million, or approximately 1% of total revenue and approximately 3% of United States revenue, respectively, for the nine months ended September 30, 2020. Sales to Sunrun were $3.8 million, or approximately 9% of revenue and approximately 10% of United States revenue for the year ended December 31, 2019, and $4.6 million, or approximately 5% of revenue and approximately 15% of United States revenue for the year ended December 31, 2018. Pursuant to SolarMax’ agreement with Sunrun, SolarMax introduces potential leasing customers to Sunrun, purchases the components and performs the EPC services and sells the completed system to Sunrun, which then leases the system to the customer. Sunrun may terminate the agreement if SolarMax fails to meet specified minimum volume requirements. Sunrun also has the right to terminate certain incentives contained in the agreement at any time. In the event that our relationship with Sunrun is terminated or in the event that SolarMax’ customers are not satisfied with the products or terms provided by Sunrun, we may have difficulty finding alternative leasing companies and our revenue and our ability to generate profits would be impaired. We cannot assure you that we will be able to find alternative leasing arrangements. With respect to the systems sold to Sunrun, we are required to install Sunrun meters which are only available for purchase through a subsidiary of Sunrun. For the nine months ended September 30, 2020 and the years ended December 31, 2019 and 2018, Sunrun meters purchased from a subsidiary of Sunrun amounted to $39,389, $48,121 and $68,453, respectively. The accounts payable balance owed to this supplier as of September 30, 2020 and December 31, 2019 was $14,523 and $8,327, respectively. There was no accounts payable balance owed to this supplier at December 31, 2018. Other than Sunrun meters, SolarMax does not make purchases from Sunrun or from any of Sunrun’s subsidiaries or affiliates for the systems sold to Sunrun or to other customers.

SolarMax’ business in both the United States and China is dependent on the continuation of government benefits.

Federal, state and local government laws, including tax laws, regulations and policies concerning the electric utility industry, utility rate structures, interconnection procedures, and internal policies and electric utility regulations heavily influence the market for electricity generation products and services. These regulations and policies, which, on the state and local level, differ from state to state, often relate to tax benefits, electricity pricing, net metering the interconnection of customer-owned electricity generation with the local electricity utility company. These laws, regulations and policies are constantly subject to change, and many benefit provisions have sunset clauses, which would result in a termination or reduction of the benefit unless the benefit is expressly extended. The solar power industry is heavily dependent on government incentives and subsidies that constitute an important economic factor in a user’s decision to purchase a solar energy system. We cannot assure you that these benefits will continue at their present levels, if at all. The reduction, elimination or expiration of government benefits and economic incentives for solar energy systems could substantially increase the cost of our systems to our potential customers, which would in turn reduce the demand for our solar energy systems.

In many areas in China, solar farms, particularly on-grid photovoltaic systems, would not be commercially viable without government subsidies or economic incentives. The cost of generating electricity from solar energy in these markets currently exceeds, and very likely will continue to exceed for the foreseeable future, the cost of generating electricity from conventional or other renewable energy sources. These subsidies and incentives have been primarily in the form of set electricity prices and performance incentive programs, to solar farm operators. To the extent that these incentives are not available, we may not be able to sell SolarMax’ systems to customers in these regions. Further, if SolarMax decides to operate the solar farms in these regions for our own account instead of selling the project, SolarMax may not be able to generate a profit from those operations, which would impair results of its operations and its ability to operate profitably.

Changes in utility regulations and pricing could impair the market for SolarMax’ products.

The market for alternative energy products is affected by utility regulation and pricing policies. Changes in regulations or pricing could result in a significant reduction in the demand for solar products. Depending on the region, electricity generated by solar energy systems competes most effectively with expensive peak-hour electricity from the electric grid, rather than the less expensive average price of electricity. Modifications to the utility companies’ peak hour pricing policies affect the competitive nature of SolarMax’ systems. To the extent that SolarMax has to lower prices, the profitability of its systems could be impaired. In addition, any changes to government or internal utility regulations and policies that favor electric utilities could reduce SolarMax’ competitiveness and cause a significant reduction in demand for its products and services.

Net metering is a billing mechanism that credits solar energy system owners for the electricity that they add to the electricity grid. If the owner of a solar system generates more electricity than it consumes, the excess electricity is sold back to the grid. California’s first net metering policy set a “cap” for the three investor-owned utility companies in the state: Pacific Gas & Electric (PG&E), San Diego Gas & Electric (SDG&E), and Southern California Edison (SCE). All three have reached their cap where total solar installations in each utility’s territory were capped at five percent of total peak electricity demand. The California Public Utilities Commission (CPUC) created the current program known as “Net Metering 2.0” (NEM 2.0) that extends California net metering. NEM 2.0 is slightly different from the first net metering policy. Under NEM 2.0, customers will still receive the retail credit for electricity produced but will be required to pay more in Non-Bypassable Charges. NEM 2.0 also requires new solar customers to pay a one-time Interconnection Application Fee, the amount of which is dependent upon the utility company. For systems under 1MW this fee is $132 for San Diego Gas & Electric, $145 for Pacific Gas & Electric, and $75 for Southern California Edison. NEM 2.0 customers are also required to use Time of Use (ToU) rates. The California Public Utilities Commission (CPUC) has officially started on the proceedings for NEM 3.0 which will establish the successor to NEM 2.0 in California and have stated they expected to adopt the new program by 2022.The potential changes under NEM 3.0 could alter the return on investment for solar customers, and SolarMax’ pricing needs to reflect this change in order for the purchase of a solar system to be economically attractive to the customer, which may result in lower prices and reduced margins.

To the extent that utility companies are not required to purchase excess electricity from owners of solar systems or are permitted to lower the amounts paid, the market for solar systems may be impaired. Because net metering can enable the solar system owner to further reduce the cost of electricity by selling excess electricity to the utility company, any elimination or reduction of this benefit would reduce the cost savings from solar energy. We cannot assure you that net metering will not be eliminated or the benefits significantly reduced for future solar systems which may dampen the market for solar energy.

SolarMax’ business may be affected by increases in the price of solar energy products, including price increases resulting from the United States’ trade and tariff policies.

The declining cost of solar panels has been a key factor in the pricing of our solar energy systems, which, in turn affects the potential customer’s decision to use solar energy. With any stabilization or increase of solar panel and other component prices, SolarMax’ ability to market its solar energy systems could be impaired, which would affect its revenues and gross profit. The cost of solar panels and raw materials could increase in the future due to tariff penalties or other factors. The U.S. government has imposed tariffs on solar cells, solar panels and aluminum used in solar panels manufactured overseas. These tariffs have increased the price of solar panels containing foreign manufactured solar cells. At present, SolarMax purchases solar panels containing solar cells and panels manufactured overseas for our United States installations. While solar panels containing solar cells manufactured inside the United States are not subject to these tariffs, the prices of these solar panels are, and may continue to be, more expensive than panels produced using overseas solar cells, before giving effect to the tariff penalties and the tariff policies may result in an increase in prices of domestic products. If additional tariffs are imposed or other negotiated outcomes occur, SolarMax’ ability to purchase these products on competitive terms from those countries could be limited. Any of those events could impair our financial results if we incur the cost of trade penalties or purchase solar panels or other system components from alternative, higher-priced sources.

SolarMax may be subject to liability if private information that it receives is not secure or if SolarMax violates privacy laws and regulations.

SolarMax is or may become subject to a variety of laws and regulations in the United States and abroad regarding privacy, data security, cybersecurity and data protection. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to SolarMax are often uncertain and may be conflicting, particularly with respect to foreign laws. In particular, there are numerous United States federal, state, and local laws and regulations and foreign laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

In June 2018, California adopted the California Consumer Privacy Act (“CCPA”), which becomes effective in 2020. Under the law, any California consumer has a right to demand to see all the information a company has saved on the consumer, as well as a full list of all the third parties that data is shared with. The consumer also has the right to request that a company delete the information it has on the consumer. The CCPA broadly defines “protected data.” The CCPA also has specific requirements for companies subject to the law. The CCPA provides for a private right of action for unauthorized access, theft or disclosure of personal information in certain situations, with possible damage awards of $100 to $750 per consumer per incident, or actual damages, whichever is greater. The CCPA also permits class action lawsuits.

In November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”), which became effective in June 2017. The CSL is the first Chinese law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. The costs of compliance with, and other burdens imposed by, CSL may limit the use and adoption of SolarMax’ products and services and could have an adverse impact on its business.

The European Union Parliament approved a new data protection regulation, known as the General Data Protection Regulation (“GDPR”), which came into effect in May 2018. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Economic Area. The GDPR imposes significant penalties for non-compliance. Although SolarMax does not conduct any business in the European Economic Area, in the event that residents of the European Economic Area access our website and input protected information, SolarMax may become subject to provisions of the GDPR.

SolarMax is also subject to laws restricting disclosure of information relating to its employees. SolarMax strives to comply with all applicable laws, policies, legal obligations, and industry codes of conduct relating to privacy, data security, cybersecurity and data protection. However, given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be conflicting, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or SolarMax’ practices. Any failure or perceived failure by SolarMax or its us third-party service-providers to comply with SolarMax’ privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on our business and operating results. Although we maintain cybersecurity insurance, we cannot assure you that this insurance will cover or satisfy any claim made against us or adequately cover any defense costs we may incur.

SolarMax’ business would be impaired if it loses its licenses, if more stringent government regulations are enacted or if it fails to comply with the growing number of regulations pertaining to solar energy and consumer financing industries.

SolarMax’ business is subject to numerous federal and state laws and regulations. The installation of solar energy systems performed by SolarMax is subject to oversight and regulation under local ordinances, building, zoning and fire codes, environmental protection regulation, utility interconnection requirements, and other rules and regulations. The financing transactions by SolarMax Financial are subject to numerous consumer credit and financing regulations. The consumer protection laws, among other things:

SolarMax’ Chinese subsidiary ZHPV holds a construction enterprise qualification certificate for Level III of general contractor for power engineering constructor issued on October 27, 2017, which permits ZHPV to conduct business as a contractor in power engineering construction. The qualification certificate expires on March 4, 2021. Although SolarMax believes that the renewal of the certificate is routine; we cannot assure you that the certificate will be renewed in a timely manner. The failure of ZHPV to hold this certificate would impair its ability to perform its obligations under its contracts with its customers. The number of laws affecting both aspects of SolarMax’ business continues to grow. SolarMax can give no assurances that it will properly and timely comply with all laws and regulations that may affect it. If SolarMax fails to comply with these laws and regulations, it may be subject to civil and criminal penalties. In addition, non-compliance with certain consumer disclosure requirements related to home solicitation sales and home improvement contract sales affords residential customers with a right to rescind such contracts in some jurisdictions.

A material decrease in the retail price of electricity from the local utility company or from other sources would affect SolarMax’ ability to generate revenues.

SolarMax believes that a customer’s decision to buy a solar energy system from it is primarily driven by a desire to pay less for electricity. Decreases in the retail prices of electricity from utility companies or other renewable energy sources would impair SolarMax’ ability to offer competitive pricing which would, in turn, affect its ability both to generate revenue and to maintain gross margins. The price of electricity from utility companies could decrease as a result of such factors as a reduction in the price of oil or natural gas as a result of new drilling techniques or a relaxation of associated regulatory standards; the development of energy conservation technologies and public initiatives to reduce electricity consumption; the construction of a significant number of new power generation plants, including nuclear, natural gas or renewable energy technologies.

Changes in regulations relating to fossil fuel can impact the market for renewable energy, including solar.

The market for renewable energy in general and solar energy in particular is affected by regulations relating to the use of fossil fuel and the encouragement of renewable energy. To the extent that changes in regulations have the effect of reducing the cost of gas, oil and coal or encouraging the use of such fuels, the market for solar systems may be impaired.

A material decline in the price of electricity charged by the local utility company to commercial users may impair our ability to attract commercial customers.

Often large commercial customers pay less for energy from utility companies than residential customers. To the extent that utility companies offer commercial customers a lower rate for electricity, they may be less willing to switch to solar energy. Under such conditions, SolarMax may be unable to offer solar energy systems in commercial markets that produce electricity at rates that are competitive with the price of retail electricity they are able to obtain from the local utility company. In such event, SolarMax would be at a competitive disadvantage compared to the local utility company and may be unable to attract new commercial customers, which would impact our revenues.

Solar energy and other forms of renewable energy compete with other forms of energy and the attractiveness of solar energy reflects the cost of electricity from the local grid.

Solar energy competes with other all other forms of energy, including, particularly local utility companies, whose pricing structure effectively determines the market for solar energy. If consumers, whether residential or commercial, believe that they are paying and will continue to pay too much for electricity from a local utility company, they may consider other alternatives, including alternative providers of electricity from local utility companies as well as forms of renewable energy. If they are in a location where, because of the climate and geography, solar energy is a possibility, they may consider solar energy as an alternative, provided they are satisfied that they will receive a net savings in their cost of electricity and their system will provide them with a constant source of energy. Further, although some customers may purchase a solar energy system because of environmental considerations, we believe that the cost of electricity is the crucial factor that influences the decision of a user, particularly a commercial user, to elect to use solar energy.

Within the solar energy market, SolarMax faces intense and increasing competition in the market of solar energy system providers, which exposes it to the risk of reduction of its market penetration and/or of its profit margins.

The solar energy system installation market is highly and increasingly competitive. The number of new solar energy installation businesses that have entered the industry in California has almost doubled since 2008 when SolarMax commenced business. SolarMax competes with major companies in the solar business, particularly in California, as well as a large number of small companies. The solar energy industry may continue to expand and possibly consolidate. As a result of increasing competition, SolarMax’ average unit price on solar systems in the United States declined from 2017 to 2018. Competitive factors were a significant cause of the decline in our gross margin in 2018 as compared with 2017. SolarMax may continue to encounter increasing competition from larger companies that have greater resources than we and which would enjoy more economies of scale and greater name recognition than it has. Further, increasing competition may also lead to an excessive supply of solar energy installation services on the market which could continue to affect both SolarMax’ ability to generate revenue as well as its gross margin. To the extent that its ability to provide financing to its customers is an important element in selling its systems, SolarMax will compete with both other solar companies that provide financing and with banks, leasing companies and other businesses that seek to offer financing alternatives to purchasers of solar systems.

In China, SolarMax competes with other companies for a limited number of available permits.

In China, SolarMax obtains permits, construct and sell solar farms to major customers who have the financial ability to purchase and operate these systems. The permits are granted by the local government agency and a list of available permits is published by the agency. There is a limited number of potential customers as well as a limited number of permits available and SolarMax competes with other firms in seeking to obtain permits and seeking to perform EPC services. In seeking both permits and customers, SolarMax competes with other companies, many of which are Chinese companies that have significantly greater financial resources and are better known in China than SolarMax is. Further, many of its competitors have or can develop relationships with both the government officials who issue the permits as well as the buyers of the projects, and SolarMax’ competition may not be subject to the restrictions imposed on us by the Foreign Corrupt Practices Act. We cannot assure you that SolarMax will be able to obtain the necessary permits for its customers or enter into agreements with end users who would operate the solar farms. As the interest in solar farms in China increases, there is increased competition for permits, and the government entities that issue the permits may prefer Chinese companies over companies that are owned by a United States parent. SolarMax’ failure to obtain the permits and enter into agreements would impair our ability to generate revenue from this business. In addition, to date, except for its agreements with SPIC, SolarMax’ China segment has generated minimal revenue in China from unrelated parties. If SolarMax is not able to develop its business with new customers or if its business with SPIC or with related party decreases, its ability to generate revenue in China will be significantly impaired. Unrelated parties may prefer to work with a Chinese company than a company owned by a United States company, particularly in view of the trade disputes between the United States and China.

Because of the cost of construction of the solar farms, we could require financing in order to complete projects in China.

Although SolarMax’ EPC contracts with solar farm owners provide for progress payments, we cannot assure you that SolarMax will be paid in a timely manner or that its customers will not be significantly delinquent on their payments. Because SolarMax is dependent upon a small number of customers, its cash flow at any time may be dependent upon the payment policies and practices of one customer. SolarMax’ China segment revenue for the nine months ended September 30, 2020 was derived from two projects for SPIC, and SolarMax’ only pending contract is also with SPIC. SolarMax’ failure both to receive timely progress payments and to obtain any necessary project financing in China would impair its ability to develop its business in China. Because of the size of the solar farms that SolarMax builds in China, it is likely to require financing for its projects. We cannot assure you that SolarMax will be able to obtain financing or that its business will not be impaired by delinquent customers. Further, SolarMax may not be able to generate business without a financing arrangement.

Because SolarMax’ business in China involves the construction of large projects for a small number of customers; SolarMax does not have an ongoing revenue base and needs to obtain new customers.

Because of the nature of SolarMax’ China operations, SolarMax construct large projects for a small number of customers, who may not require additional services from SolarMax after SolarMax has completed the projects. As a result, SolarMax needs to continually market its services to new customers who have the financial resources to purchase a solar farm or to obtain additional projects from existing customers. Thus, each year a small number of customers will be responsible for a large percentage of the revenue from the China segment and a large percentage of SolarMax’ total revenue, and the major customers in one year may not generate any significant revenue in future years. Further, to the extent that any customer fails to make timely payments to SolarMax, its business and cash flow could be impaired. If SolarMax is unable to develop new sales contracts for solar farms, it may not be able to continue its China operations which would impair its operating results and its financial condition.

Because of the amount of land required for a solar farm, it may be difficult to obtain the necessary land use rights, which may increase the cost of the land.

There is no private ownership of land in China, and the owner or operator of a solar farm must obtain the necessary land use rights from the applicable government agency. Solar farms require a substantial amount of land. It is also crucial to have a land parcel close to the grid connection point in order to control the cost for the construction of transmission lines and to avoid the electricity transmission loss. One solar farm for which SolarMax performed EPC services had to reduce the size of the project because of zoning issues and the inability to obtain land use rights to sufficient contiguous parcels of land to support the initial size of the project. The shortage of available land may also result in an increase in the cost of the land use rights as well as increased competition for the land use rights. Further, since the land is owned by the government, the government has the ability to determine what it is the best use of the limited available land and it might determine that the land could be used for purposes other than solar farms. If we or solar farm owners cannot obtain sufficient land use rights at a reasonable cost, the solar farm owner may be reluctant to make the investment in solar farms which would impair our ability to generate revenue and operate profitably in China. Further, changes in the size of a project may result in increased costs as well as construction difficulties which SolarMax may be unable to pass on to its customers, resulting in a decrease in its gross margin.

There is intense competition for a limited number of project sites that are appropriate for solar power projects. As the downstream solar power market in China continues to evolve, the number of attractive project sites available has decreased and will continue to decrease. Even if SolarMax signs agreements, it may not be able to find and secure the land use rights to suitable project sites for the relevant projects. SolarMax generally uses the land for its ground-mounted projects through land use right grants or assignment by the government or leasing from the land use right owners. Our rights to the properties used for our solar power projects may be challenged by property owners or other third parties, in case of any disputes over the ownership or lease of the properties. It is critical to maintain the land use rights on the land parcels and access and use rights on the roof tops during the life cycle of solar power projects. In the event that the relevant lease agreement is determined to be null and void by competent authorities or our land use rights and access and use rights on roof tops are recouped by the government, the solar power projects may be forced to cease operation and our results of operation, financial condition will be materially adversely affected.

The economics of a solar farm are affected by the money that solar farm owners receive from utility companies.

In China, a solar farm sells the power it generates to the electricity utility company at prices which are set by the Electricity Bureau, a government agency, at the beginning of the term of the power sales agreement between the owner and the utility company. The prices have been declining, and we cannot assure you that the price reductions will not continue or that price reductions will not increase substantially and make the ownership of a solar farm uneconomical. The cash flow that the owner receives from the utility company is critical in determining whether the project will be profitable to the owner. If the potential revenue stream is not sufficient to meet the owner’s return, taking into account the cost of the project, the cost of the land use rights and the other operating costs, the owner may be unwilling to develop a solar farm or it may be necessary for us to reduce our charges in order to generate the revenue, which could significantly reduce our gross margin on the project and could result in a negative gross margin. Decreases in the potential revenue stream may also significantly affect the terms on which we could provide maintenance services for a solar farm following its completion. Further, it is possible that the Electricity Bureau could set prices at a level which makes it uneconomical to operate a solar farm, in which event we would not be able to continue in this business. Although the rate is presently set for the duration of the contract with the utility company, we cannot assure you that the Chinese government would not change its policy and reduce the rate during the term of the agreement. We cannot assure you that SolarMax will be able to operate its EPC business or manage solar farms in China profitably, and its failure to operate profitably in China could materially impair its overall ability to operate profitably.

Changes in solar farm delivery schedules and order specifications may affect SolarMax’ revenue stream and gross margin.

Although SolarMax builds solar farms pursuant to agreements with the customers, it may experience delays in scheduling and changes in the specification of the project. These changes may result from a number of factors, including a determination by the customer that the scope of the project needs to be changed and the effects of the COVID-19 pandemic and steps taken by the government of China to address the pandemic. In the event of such changes, SolarMax may suffer a delay in the recognition of revenue from the projects and may increase its costs. In 2017, the project owner was unable to obtain sufficient land use rights for one of SolarMax’ EPC projects. As a result, changes were made to the project’s original specifications, and SolarMax incurred costs that it was not able to pass on to the customer, which affected its gross margin for the year ended December 31, 2018. We cannot assure you that SolarMax’ revenue and gross margin will not be affected by delays, changes in specifications or increased costs or that SolarMax will be able to recoup revenue lost as a result of the delays or changes. Further, if SolarMax cannot allocate its personnel to a different project, it will continue to incur expenses relating to the project, including labor and overhead. We cannot assure you that SolarMax’ income will not decline as a result of changes in customers’ orders or their requirements for their projects.

If SolarMax operates solar farms in China for its own account it will be subject to additional regulations.

Although SolarMax has no present plans to own and operate solar farms for its own account, it may consider the possibility of owning and operating solar farms for its own account in the future, either by direct ownership or by holding a majority equity interest in a company that owns solar farms. Unlike the solar systems that SolarMax sell in the United States, which are relatively small in scale and generally provide power for one home or building, the solar farms in China operate on a significantly larger scale. Thus, while a typical residential or small business installation in the United States generally generates between 6.5KW and 0.2MW of power, the solar farms in China can generate between 30MW and 100MW of power. In the event that SolarMax operates solar farms for its own account, which would involve constructing the solar farm for our own account and selling the electricity either to end users or to the local utility company, we will be subject to significant additional regulation by the applicable Chinese authorities and we will require significant additional funding for such purpose. Prior to 2013, SolarMax entered into power purchase agreements that have a term of up to 20 years. SolarMax owns and maintains the systems and sells the power generated by the systems to its commercial customers pursuant to the power purchase agreement. These power purchase agreements, which cover a solar system designed for a local commercial user, are significantly different in size and scope from the solar farms in China.

SolarMax’ quarterly revenues may be affected by weather conditions in certain provinces of China

The construction of solar farms in China is subject to adverse weather conditions, including wind, flood, rain, typhoons, snow and temperature extremes, as well as earthquakes, mudslides and similar conditions. These weather conditions are common but difficult to predict and can slow or stop construction. The effects of climate change may increase severe adverse weather conditions. To the extent that SolarMax has EPC contracts for solar farms in the provinces affected by adverse seasonal weather, revenue generated during these months may sharply decrease. If SolarMax is not able to work on a project on a sustained basis, its ability to operate efficiently may be impaired which may result in reduced revenue, increased expenses and reduced gross margin.

The results of SolarMax’ operations may vary significantly from quarter to quarter.

In SolarMax’ experience in the United States, consumers generally, and residential customers in particular, express interest in a solar energy system during March and April, when they are preparing their tax returns, and in July and August, when they experience high electricity charges from the local utility company. Since the selling cycle is typically three to four months, SolarMax generally installs systems two to three months after the contract date, and it recognizes revenue using a cost-based input method that recognizes revenue as work is performed. If we cannot complete a sale to a customer when the customer expresses interest in a solar system, that potential customer may seek alternative sources. Factors which may cause our quarterly results to fluctuate include:

The results of SolarMax’ China operations may also vary significantly from quarter to quarter, since revenue from its China operations is dependent upon both the timing of contracts and the timing of its work and the completion of its obligations on projects for which it has contracts. Revenue from the China is segment generated from a small number of contracts, with all of the revenue in the nine months ended September 30, 2020 being derived from SPIC and a significant percentage of its China revenue for the years ended December 31, 2019 and 2018 being derived from related parties. Substantially all of the revenue from the China segment for the nine months ended September 30, 2020 was generated in the second quarter and minimal revenue was generated from the China segment in the third quarters of 2020. Changes in revenue and the results of operations from SolarMax’ China segment from quarter to quarter may have a negative effect on our net income and the market for and price of our common stock.

Because SolarMax is dependent on its chief executive officer and the head of its China operations, who will continue in these capacities following the completion of the Merger, the loss of their services and our failure to hire additional qualified key personnel could harm our business.

SolarMax’ business is largely dependent upon the continued efforts of one of its founders and its chief executive officer, David Hsu. SolarMax’ operations in China are dependent upon Mr. Hsu and Bin Lu, who is the head of its China operations. Although SolarMax has an employment agreement with Mr. Hsu and ZHTH has an employment agreement with Mr. Lu, the agreements with Mr. Hsu and Mr. Lu do not guarantee that they will continue to work for us. The loss of Mr. Hsu could affect our ability to operate profitably in both the United States and China and, depending upon the nature of the termination of their relationship, could result in substantial severance payments which we may have difficulty in funding. The loss of Mr. Lu could have a material adverse effect upon SolarMax’ ability to develop and operate its business in China. Because SolarMax’ senior management is based in the United States, its failure to develop senior management personnel in China may strain its management resources and make it difficult for its corporate management to monitor both the China operations and United States operations efficiently. SolarMax’ failure to have qualified executive personnel in China who can operate in accordance with and implement its business plan and who understand and can comply with applicable United States and Chinese laws and regulations may impair SolarMax’ ability to generate revenue and operating income from the China segment, which could impair SolarMax’ overall operations and financial condition.

In order to develop its business, SolarMax needs to identify, hire and retain qualified sales, installation and other personnel in both the United States and China.

To develop SolarMax’ business, it needs to hire, train, deploy, manage and retain a substantial number of skilled employees, including sales, installation and other employees and marketing and lending personnel for our financing activities. Identifying, recruiting and training qualified personnel requires significant time, expense and attention. If SolarMax is unable to hire, develop and retain qualified personnel or if its personnel are unable to achieve the desired level of productivity for a reasonable period of time, SolarMax may have difficulty in developing its business. Competition for qualified personnel in the solar industry is increasing, particularly for skilled installers and other personnel involved in the installation of solar energy systems. SolarMax also competes with the homebuilding and construction industries for skilled labor. As these industries recover and seek to hire additional workers, SolarMax’ cost of labor may increase. The unionization of SolarMax’ United States labor force could also increase its labor costs. Shortages of skilled labor could significantly delay a project or otherwise increase costs. Because SolarMax’ profit on a particular installation is based in part on assumptions as to the cost of such project, cost overruns, delays or other execution issues may cause SolarMax to not achieve its expected margins or cover its costs for that project. In addition, SolarMax competes for a limited pool of technical and engineering resources in both the United States and China that requires SolarMax to pay wages that are competitive with relatively high regional standards for employees in these fields. SolarMax not only competes for highly qualified personnel, but it also faces other companies seeking to hire SolarMax’ personnel, particularly its highly skilled personnel. If SolarMax cannot meet its hiring, retention and efficiency goals, it may be unable to complete the customers’ projects on time, in an acceptable manner, if at all. Any significant failures in this regard would materially impair SolarMax’ growth, reputation, business and financial results. If SolarMax is required to pay higher compensation than it anticipates, the increased cost may adversely impact its financial results and its ability to develop our business.

Although SolarMax’ employees in the United States are co-employed by a professional employer organization, SolarMax may be liable for the failure of the organization to comply with its obligations under applicable law.

SolarMax contracts with a professional employer organization, or PEO, that administers its human resources, payroll and employee benefits functions for its United States employees. Although SolarMax recruits and selects its personnel, its United States employees are co-employed by the PEO and SolarMax. Pursuant to the agreement with the PEO, SolarMax’ United States personnel are compensated through the PEO, receive their W-2s from the PEO and are governed by the personnel policies of the PEO. This relationship permits management to focus on its operations rather than human resource administration, but this relationship also exposes SolarMax to some risks. Among other risks, if the PEO fails to adequately withhold or pay employer taxes or to comply with other laws, such as the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act or state and federal anti-discrimination laws, health and safety laws, sexual harassment laws and laws protecting the security of employee information, all of which are outside of our control, we would be liable for such violations, and the indemnification provisions of our agreement with the PEO, if applicable, may not be sufficient to insulate us from those liabilities. Court and administrative proceedings related to these matters could distract management from its business and cause SolarMax to incur significant expense. If SolarMax were held liable for violations by the PEO of applicable laws, such liability may adversely affect its business and the results of its operations and our cash flow.

Since SolarMax acts as a general contractor in the United States, it faces typical risks of a construction company.

SolarMax acts as the licensed contractor for its customers and is subject to risks associated with construction, cost overruns, delays, regulatory compliance and other contingencies, any of which could have a material adverse effect on its business and results of operations. For SolarMax’ residential projects, it is the general contractor, construction manager and installer. For its commercial projects, it is the general contractor and construction manager, and it typically relies on licensed subcontractors to support some of its solar panel installations. In either case SolarMax is responsible for the completion of the project and must take steps to make sure that it and its subcontractors comply with all applicable laws and regulations. SolarMax may be liable to customers for any damage it causes to their home or facility, or belongings or property during the installation of our systems. In addition, shortages of skilled labor for its commercial projects could significantly delay a project or otherwise increase costs. Because SolarMax’ profit on a particular installation is based in part on assumptions it makes as to the cost of such project, cost overruns, delays or other execution issues may impair its ability to generate the gross margins that it is seeking. In addition, the installation of solar energy systems and the evaluation and modification of buildings as part of its energy efficiency business is subject to oversight and regulation in accordance with national, state and local laws and ordinances relating to building codes, safety, environmental protection, utility interconnection and metering, and related matters. It is difficult and costly to track the requirements of every individual authority with jurisdiction over its installations and to design solar energy systems to comply with these varying standards. Any new government regulations or utility policies pertaining to its systems may result in significant additional expenses to SolarMax and its customers and, as a result, could cause a significant reduction in demand for SolarMax’ systems.

SolarMax’ financing activities are dependent upon the continued development of a market for solar systems as well as factors that affect the lending industry generally.

SolarMax generates revenue in the United States from the sale of both residential and commercial solar systems and from financing sales of systems sold by it. SolarMax’ ability to generate financing revenue is dependent upon such factors as the market for solar systems generally, the creditworthiness of the borrowers and interest rates and loan terms available from banks and consumer lending institutions that compete vigorously for loans. We cannot assure you that SolarMax will be able to generate any significant revenue from new loans.

SolarMax’ failure to adequately assess credit risks for financing the sale of its systems in the United States could impair its ability to operate profitably.

SolarMax provides financing to its customers through SolarMax Financial. The principal amount of SolarMax’ loan portfolio was $29.9 million at September 30, 2020, $37.3 million at December 31, 2019 and $35.6 million at December 31, 2018. For the nine months ended September 30, 2020 and the year ended December 31, 2019, approximately 6% and 29% of SolarMax’ United States revenues and approximately 2% and 26% of its consolidated revenues was generated from sales of solar energy systems subject to in-house financing. For the year ended December 31, 2018, approximately 34% of United States revenues and approximately 12% of consolidated revenues was generated from sales of solar energy systems subject to in-house financing. SolarMax does not have significant experience with loans to customers to evaluate the effectiveness of its credit criteria. If SolarMax tries to meet financing terms of competitors, it may have to reduce our financing criteria, which could increase the possibility of default by the customers. Residential customers could be more adversely impacted during economic slowdowns or recessions, which could affect their ability or willingness to pay. SolarMax’ failure to collect any significant portion of its customer loan receivables or the need to place a significant reserve against these receivables could materially impair its financial condition and the results of its operations. We cannot assure you that SolarMax will not incur significant losses on our customer loan portfolio.

SolarMax may have difficulty in collecting in the event it has to foreclose on a customer loan.

Although SolarMax files UCC-1 financing statements in connection with its loans, it may have difficulty in generating any money in the event that it forecloses on a defaulting customer. The foreclosure process could be time-consuming and collection is uncertain, particularly if the customer seeks protection under applicable bankruptcy or insolvency laws. Additionally, any defects in the filing of the financing statements could impair the validity of its security interest. Unless the subsequent owner of the building on which the solar power system is located is willing to assume the obligations with respect to the system on terms acceptable to SolarMax, it would incur substantial costs in removing and reselling the system. Further, even if SolarMax is able to remove the system, the components may not be saleable at their book value, if at all. SolarMax’ failure to collect the amount due under the customer loan agreements would materially impair its financial condition and the results of its operations.

Compliance with occupational safety and health requirements and best practices can be costly, and noncompliance with such requirements may result in potentially significant monetary penalties, operational delays and adverse publicity.

The installation of solar energy systems requires employees to work at heights with complicated and potentially dangerous electrical systems. The evaluation and modification of buildings as part of its energy efficiency business requires SolarMax’ employees to work in locations that may contain potentially dangerous levels of asbestos, lead or mold. There is substantial risk of serious injury or death if proper safety procedures are not followed. SolarMax’ operations are subject to regulation under the U.S. Occupational Safety and Health Act, or OSHA, and equivalent state laws. Changes to federal or state OSHA requirements, or stricter interpretation or enforcement of existing laws or regulations, could result in increased costs. If SolarMax fails to comply with applicable OSHA regulations, even if no work-related serious injury or death occurs, it may be subject to civil or criminal enforcement and be required to pay substantial penalties, incur significant capital expenditures, or suspend or limit operations. Any such accidents, citations, violations, injuries or failure to comply with industry best practices may subject SolarMax to adverse publicity, damage our reputation and competitive position and adversely affect its business.

Because SolarMax ~~is dependent~~has relied upon a limited number of suppliers for its products, problems with its suppliers could impair its ability to meet its obligations to its customers.

SolarMax has relied on two vendors to provide it with substantially all of its solar panels. SolarMax has a supply agreement with Sunspark, Inc., pursuant to which it may purchase solar panels at certain prices with no minimum purchase quantity required. SolarMax does not have a supply agreement with the second supplier, and purchases solar panels from ~~the~~this supplier pursuant to purchase orders at prices quoted by the supplier. InAlthough SolarMax believes other suppliers are generally available on commercial terms, in the event that SolarMax has any quality, delivery or other problems with ~~either supplier~~its existing suppliers or in the event that it is not otherwise able to purchase solar panels from either supplier, it may be more difficult for it to find alternative suppliers, particularly those with whom we do not have an existing supply relationship. If SolarMax fails to develop or maintain its relationships with these or our other suppliers, or if the suppliers are not able to meet SolarMax’ quality, quantity and delivery schedules, SolarMax may not be able to meet its delivery and installation schedules for its systems and it may be unable to enter into new contracts with potential customers, thus impairing its revenue stream. Any increases in price would affect SolarMax’ ability to market its systems or generate acceptable gross margins. We cannot assure you that Sunspark will be able to meet its quality, quantity and delivery requirements or that it will be able to find alternate suppliers that can meet its quality, quantity, deliver and price requirements. The failure to find alternate suppliers could materially affect its ability to conduct its business. Further, since suppliers may have a limited operating history and limited financial resources, SolarMax may not be able obtain an adequate remedy in the event that the suppliers are unable to meet their contractual obligations to SolarMax. Although there are a number of suppliers of solar panels, we cannot assure you that SolarMax will be able to negotiate reasonable terms for the purchase of solar panels if its existing suppliers are unable to meet its quality, delivery and price requirements. Because SolarMax does not control the manufacture of key components for its systems, it is subject to its suppliers’ ability to perform as well as the suppliers’ allocation of their own resources to SolarMax and to other customers. We cannot assure you that SolarMax will be able to purchase key components for its systems on acceptable terms, if at all, and the failure to obtain these components could materially impair its ability to generate revenue.

The availability and price of silicon raw materials may affect SolarMax’ gross margins and profitability.

Polysilicon is an essential raw material in the production of solar power products. The costs of silicon wafers and other silicon-based raw materials have accounted for a large portion of the costs associated with SolarMax’ solar panel manufacturing facility. Although the price of silicon has declined in recent years, we cannot assure you it will continue to decline or remain at its current level. Increases in the price of polysilicon in the past have resulted in increases in the price of wafers, leading to increases in production costs. Due to the volatile market prices, we cannot assure you that the price of polysilicon will remain at its current levels, especially if the global solar power market gains its growth momentum. Moreover, in the event of an industry-wide shortage of polysilicon, SolarMax may experience late or non-delivery from suppliers and it may be necessary for SolarMax to purchase silicon raw materials of lower quality that may result in lower efficiencies and reduce its average selling prices and revenues.

SolarMax currently derives most of its United States revenue from solar energy projects in the United States from California. This geographic concentration exposes SolarMax more to government regulations, economic conditions, weather conditions, earthquakes, mudslides, fire, including wildfires, power outages, and other natural disasters and effects of climate change, and changes affecting California than if SolarMax operated in more states.

Because SolarMax provides a production guarantee for some solar systems in California, it may incur additional costs if the output of its systems does not meet the required minimums.

Commencing in 2015, SolarMax’ standard contract for residential systems provides for a production guarantee, which means that SolarMax guarantees that the system would generate a specified minimum amount of solar energy during a year. The agreements generally have a term specified in the contract, which is generally ten years. In its standard contract, SolarMax specifies a minimum annual production and provide that if the power generated by the system is less than 95% of the estimate, SolarMax will reimburse the owner for the cost of the shortfall. Because SolarMax’ obligations are not contingent upon external factors, such as sunlight, changes in weather patterns or increases in air pollution, wild fires and these factors could affect the amount of solar power that is generated and could increase SolarMax’ exposure under the production guarantee. Although SolarMax’ obligations under these agreements have not been significant through September 30, 2020, we cannot assure you that in the future any obligations SolarMax have under these agreements will not have a material adverse effect upon its revenue and the results of its operations. In 2017, certain of the systems that SolarMax installed for a leasing company failed to meet its production guarantees. As a result, SolarMax incurred unanticipated warranty costs of $354,000 in 2017. Although SolarMax believes that the conditions relating to those installations were unique and that it has taken corrective action, we cannot assure you that SolarMax will not have unanticipated liability in the future for the failure of systems to comply with applicable production guarantees regardless of the cause of such failure.

SolarMax does not maintain adequate internal controls over financial accounting and reporting as is required for a public company, and there are limitations on the effectiveness of such controls, and a failure of our control systems to prevent error or fraud may materially harm us and represent a material weakness in our internal controls over financial reporting.

SolarMax is a privately-owned company and is not subject to the requirements relating to the establishment and maintenance of internal controls over financial accounting and reporting as required of a public company. As a result, it has not established effective internal controls over financial accounting and reporting, and it may be unable to establish effective internal controls. The failure to establish internal controls would leave us without the ability to properly recognize revenues and account for important transactions accurately, and to reliably assimilate and compile our financial information and significantly impair our ability to prevent error and detect fraud. Moreover, we do not expect that disclosure controls or internal control over financial reporting, even if established, will prevent all error and fraud. Since SolarMax currently has few accounting employees and little, if any, segregation of duties, we may not be able to establish adequate internal controls over financial reporting. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of SolarMax’ control systems to prevent error or fraud could materially adversely impact us. Implementing any appropriate changes to SolarMax’ internal controls may require specific compliance training of its directors and employees, including the employees of its China segment, entail substantial costs in order to modify its existing accounting systems, take a significant period of time to complete and divert management’s attention from other business concerns. These changes may not, however, be effective in developing or maintaining internal control. If we are unable to conclude that we have effective internal controls over financial reporting, investors may lose confidence in our operating results, the price of the common stock could decline and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable to meet the requirements of Section 404 of the Sarbanes-Oxley Act, our common stock may not be able to remain listed on the Nasdaq Capital Market.

SolarMax provides warranties to the clients of its EPC services for one year in China and for ten years to the purchasers of its solar systems in the United States. Although SolarMax generally passes the warranties from its equipment suppliers to the purchasers of the systems, SolarMax provides the warranty with respect to its installation and related services. SolarMax maintains a warranty reserve on its financial statements, and its warranty claims may exceed the warranty reserve. Any significant warranty expenses could adversely affect its financial condition and results of operations. SolarMax’ warranty expenses relating to systems with a production guarantee may be affected by significant changes in weather conditions which substantially reduce sun exposure. Significant warranty problems could impair SolarMax’ reputation which could result in lower revenue and a lower gross margin. In 2017, SolarMax incurred unanticipated increased warranty costs for $354,000 for systems it installed for a leasing company with which it no longer conducts business. Although SolarMax believes that the problems associated with the systems installed for the leasing company do not apply to its present solar systems, we cannot assure you that SolarMax will not incur unanticipated warranty costs in the future.

Because of the rapid development of solar panels and other components for solar systems, SolarMax may be subject to inventory obsolescence.

The solar industry has seen rapid technological development. SolarMax has an inventory of raw materials that include silicon wafers and other consumables and construction materials used in solar system installations. SolarMax evaluates its inventory on a quarterly basis for excess and obsolete inventory, based on assumptions as to market demand, market conditions and technological developments. We cannot assure you that SolarMax will not incur significant inventory write-offs resulting from obsolete inventory.

If we seek to expand our business through acquisition, we may not be successful in identifying acquisition targets or integrating their businesses with its existing business.

In 2013 and 2015, SolarMax acquired three companies, LED in the United States in 2013 and ZHPV and ZHTH in China. In 2015, SolarMax incurred impairment losses in connection with the LED acquisition, resulting in impairment write-offs relating to the goodwill associated with the acquisition. There are significant risks associated with any acquisition program, including, but not limited to, the following:

If any of these risks occur, our business, financial condition and prospects may be impaired.

Changes in the policies of the PRC government could have a significant impact on SolarMax’ operations in China and the profitability of its business.

The PRC’s economy is in a transition from a planned economy to a market-oriented economy subject to five-year or ten-year plans and annual plans adopted by the government that set national economic development goals. Policies of the PRC government can have significant effects on the economic conditions within the PRC. Although the PRC government has stated that that economic development will follow the model of a market economy, the concept of a market economy in the PRC is different from the way a market economy is understood in the United States. While we believe that this trend toward a market economy, as understood by the PRC government, will continue, there can be no assurance that this will be the case. A change in policies by the PRC government could adversely affect SolarMax’ interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. Further, the availability of credit in the PRC can have a major impact on the ability of companies to purchase or otherwise acquire capital assets. While the Chinese economy has grown significantly in the past 30 years, the growth has been uneven, both geographically and among various sectors of the economy and it has been impacted by the COVID-19 pandemic. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy but may also have a negative effect on SolarMax. For example, SolarMax’ financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to SolarMax. Accordingly, we cannot assure you that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting the PRC’s political, economic and social environment. The interpretation of some of these measures, including tax measures, is both complex and evolving and it may be difficult to ascertain, with any degree of certainty, whether SolarMax is in compliance. SolarMax’ financial condition and results of operations may be adversely affected by the effects of government control over capital investments or changes in and interpretations of tax, currency and other regulations that are applicable to it.

A slowdown or other adverse developments in the PRC economy may harm SolarMax’ customers and the demand for its products.

Although the PRC economy has grown significantly in the past two decades, there is no assurance that this growth will continue and there have been recent periods of declining growth. A slowdown in overall economic growth, an economic downturn, a recession or other adverse economic developments in the PRC could significantly reduce the demand for projects such as ours. The Chinese economy in general, and the market for solar farms, in particular, may be adversely affected by the effects of reciprocal tariffs imposed by the United States on Chinese goods and by China on United States goods.

If relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.

At various times during recent years, the United States and China have had significant disagreements over political and economic issues. Controversies between these two countries may affect the economic outlook both in the U.S. and in China. Because most of our revenue is generated in China, any political or trade controversies between the U.S. and China, whether or not directly related to our business, could adversely affect our business and the price of our common stock.

Future inflation in China may inhibit the profitability of SolarMax’ business in China.

In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. Rapid economic growth can lead to inflation. Any adverse change in the terms on which SolarMax constructs solar energy projects or sells electricity generated by its China operations may impair its ability to operate profitably in China. Factors such as rapid expansion and inflation have led to the adoption by the PRC government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the PRC government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for SolarMax’ products and services.

The fluctuation of the RMB may have a material adverse effect on your investment.

The change in value of the RMB against the U.S. dollar and other currencies is affected by various factors, including changes in China’s political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under such policy, the Renminbi was permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. Later on, the People’s Bank of China decided to implement further reform of the RMB exchange regime to enhance the flexibility of RMB exchange rates. Such changes in policy have resulted in a significant appreciation of the Renminbi against the U.S. dollar since 2005. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and more significant adjustment of the Renminbi against the U.S. dollar.

Any significant appreciation or revaluation of the RMB may have a material adverse effect on the value of, and any dividends payable on, shares of our common stock in foreign currency terms. More specifically, if we decide to convert our RMB into U.S. dollars, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to SolarMax. To the extent that we need to convert the U.S. dollar we receive from any equity or debt financing into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. In addition, appreciation or depreciation in the exchange rate of the RMB to the U.S. dollar could materially and adversely affect the price of our common stock in U.S. dollars without giving effect to any underlying change in our business or results of operations.

Restrictions on currency exchange may limit SolarMax’ ability to receive and use its revenue effectively.

Revenue from SolarMax’ China operations is denominated in RMB. SolarMax’ China operations currently account for most of its revenue. Accordingly, restrictions on currency exchange may limit SolarMax’ ability to use earnings generated in China to fund its business activities in the United States and, if and when we operate profitably, to make dividend payments to our shareholders in U.S. dollar. Under current PRC laws and regulations, RMB is freely convertible for current account items, such as trade and service-related foreign exchange transactions and dividend distributions. However, RMB is not freely convertible for direct investment or loans or investments in securities outside China, unless such use is approved by the PRC State Administration of Foreign Exchange (“SAFE”). For example, foreign exchange transactions under SolarMax’ subsidiaries’ capital accounts, including principal payments in respect of foreign currency-denominated obligations, remain subject to significant foreign exchange controls and the approval requirement of SAFE. SolarMax Shanghai and ZHPV have completed all necessary filing to qualify as a foreign investment enterprise according to the requirements of SAFE. These limitations could affect our ability to obtain foreign exchange for capital expenditures.

SolarMax’ Chinese subsidiaries are subject to restrictions on making dividend and other payments to it.

Under the applicable requirements of PRC law, SolarMax’ PRC subsidiaries may only distribute dividends after making allowances to fund certain statutory reserves, consisting of the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriation to the statutory surplus reserve for each entity should be at least 10% of the after-tax net income determined in accordance with the PRC GAAP until the reserve is equal to 50% of such entity’s registered capital. SolarMax’ subsidiaries’ statutory reserves were RMB 2,435,687 (approximately $(360,000) at September 30, 2020, RMB 2,435,687 (approximately $350,000) at December 31, 2019, and RMB 1,286,649 (approximately $187,078) at December 31, 2018. These reserves are not distributable as cash dividends.

In addition, if SolarMax’ PRC subsidiaries or its affiliated entity in China incurs debt on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to SolarMax. Any such restrictions may materially affect such entities’ ability to make dividends or make payments, in service fees or otherwise, to us, which may materially and adversely affect SolarMax’ business, financial condition and results of operations.

Because SolarMax must comply with the Foreign Corrupt Practices Act, it may face a competitive disadvantage in competing with Chinese companies that are not bound by those prohibitions.

We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies and their foreign subsidiaries and controlled entities from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of SolarMax’ competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time to time in China. If SolarMax’ competitors engage in these practices, they may receive preferential treatment from personnel of other companies or government agencies, giving competitors an advantage in securing permits or business or from government officials. Although SolarMax informs its personnel that such practices are illegal, we cannot assure you that its employees or other agents will not engage in such conduct for which we might be held responsible. If SolarMax’ employees or other agents are found to have engaged in such practices, we could suffer severe penalties.

Uncertainties with respect to the PRC legal system could have a material adverse effect on SolarMax.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions in a civil law system may be cited as reference but have limited precedential value. Since 1979, newly introduced PRC laws and regulations have significantly enhanced the protection of interest relating to foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system is continuing to evolve, the interpretations of such laws and regulations may not always be consistent, and enforcement of these laws and regulations involves significant uncertainties, any of which could limit available legal protections.

In addition, the PRC administrative and judicial authorities have significant discretion in interpreting, implementing or enforcing statutory rules and contractual terms, and it may be more difficult to predict the outcome of administrative and judicial proceedings and the level of legal protection SolarMax may enjoy in the PRC than under some more developed legal systems. These uncertainties may affect SolarMax’ decisions on the policies and actions to be taken to comply with PRC laws and regulations, and may affect its ability to enforce its contractual or tort rights. In addition, the regulatory uncertainties may be exploited through unmerited legal actions or threats in an attempt to extract payments or benefits from SolarMax. Such uncertainties may therefore increase its operating expenses and costs, and materially and adversely affect its business and results of operations.

The PRC’s legal and judicial system may not adequately protect SolarMax’ business and operations and the rights of our investors.

The PRC legal and judicial system may negatively impact foreign investors. In 1982, the National People’s Congress amended the Constitution of China to authorize foreign investment and guarantee the “lawful rights and interests” of foreign investors in the PRC. However, the PRC’s system of laws is not yet comprehensive. The legal and judicial systems in the PRC are still rudimentary, and enforcement of existing laws is inconsistent. As a result, it may be impossible to obtain swift and equitable enforcement of laws that do exist, or to obtain enforcement of the judgment of one court by a court of another jurisdiction. The PRC’s legal system is based on the civil law regime, which means that it is based on written statutes. A decision by one judge does not set a legal precedent that is required to be followed by judges in other cases. In addition, the interpretation of Chinese laws may be varied to reflect domestic political changes. The promulgation of new laws, changes to existing laws and the pre-emption of local regulations by national laws may adversely affect foreign investors. There can be no assurance that a change in leadership, social or political disruption, or unforeseen circumstances affecting the PRC’s political, economic or social life, will not affect the PRC government’s ability to continue to support and pursue these reforms. Such a shift could have a material adverse effect on SolarMax’ business and prospects.

PRC regulation of direct investment by offshore holding companies to PRC entities may delay or prevent SolarMax from making additional capital contributions to its PRC subsidiaries and affiliated entities, which could impair its liquidity and its ability to fund and expand its business.

As an offshore holding company of its PRC subsidiaries, SolarMax may (i) make loans to its PRC subsidiaries, (ii) make additional capital contributions to its PRC subsidiaries, (iii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, and (iv) acquire offshore entities with business operations in China in an offshore transaction. However, most of these uses are subject to PRC regulations and approvals. For example:

We cannot assure you that SolarMax will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to future loans or capital contributions by SolarMax us to its entities in China. If SolarMax fails to receive such registrations or approvals, its ability to use capital raised and to capitalize its PRC operations may be negatively affected, which could adversely affect its liquidity and its ability to fund and expand its business.

A failure by the beneficial owners of our common stock who are PRC residents to comply with certain PRC foreign exchange regulations may restrict our ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability under PRC law.

SAFE has promulgated regulations, including the Notice on Relevant Issues Relating to Domestic Residents’ Investment and Financing and Round-Trip Investment through Special Purpose Vehicles, or SAFE Circular No. 37, effective on July 4, 2014, and its appendices, that require PRC residents, including PRC institutions and individuals, to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular No. 37 as a “special purpose vehicle.” SAFE Circular No. 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Further, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion.

Although SolarMax has been advised by AllBright Law Offices, its PRC counsel that these regulations are not applicable to SolarMax since it is not a special purpose vehicle under Circular 37, we cannot assure you that SAFE will not reach a different conclusion. If SolarMax is subject to these regulations, the regulations may apply to its direct and indirect stockholders who are PRC residents and may apply to any offshore acquisitions or share transfers that we make in the future if our shares are issued to PRC residents. However, in practice, different local SAFE branches may have different views and procedures on the application and implementation of SAFE regulations. If filings are required, we cannot assure you that these individuals or any other direct or indirect stockholders or beneficial owners of our company who are PRC residents will be able to successfully complete the registration or update the registration of their direct and indirect equity interest as required in the future. If they fail to make or update the registration, SolarMax’ PRC subsidiaries could be subject to fines and legal penalties, and SAFE could restrict SolarMax’ cross-border investment activities and our foreign exchange activities, including restricting our PRC subsidiary’s ability to distribute dividends to, or obtain loans denominated in foreign currencies from, our company, or prevent us from paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

Certain PRC regulations, including the M&A Rules and national security regulations, may require a complicated review and approval process which could make it more difficult for us to pursue growth through acquisitions in China.

On August 8, 2006, six PRC regulatory authorities, including the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, CSRC and SAFE, jointly issued the Regulation on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and were amended on June 22, 2009. The M&A Rules established additional procedures and requirements that could make merger and acquisition activities in China by foreign investors more time-consuming and complex. For example, the MOFCOM must be notified in the event a foreign investor takes control of a PRC domestic enterprise. In addition, certain acquisitions of domestic companies by offshore companies that are related to or affiliated with the same entities or individuals of the domestic companies, are subject to approval by the MOFCOM. In addition, the Implementing Rules Concerning Security Review on Mergers and Acquisitions by Foreign Investors of Domestic Enterprises, issued by the MOFCOM in August 2011, require that mergers and acquisitions by foreign investors in “any industry with national security concerns” be subject to national security review by MOFCOM. In addition, any activities attempting to circumvent such review process, including structuring the transaction through a proxy or contractual control arrangement, are strictly prohibited.

There is significant uncertainty regarding the interpretation and implementation of these regulations relating to merger and acquisition activities in China. In addition, complying with these requirements could be time-consuming, and the required notification, review or approval process may materially delay or affect our ability to complete merger and acquisition transactions in China. As a result, our ability to seek growth through acquisitions may be materially and adversely affected.

Although we do not believe that SolarMax’ business in China is part of an industry with national security concerns, we cannot assure you that MOFCOM will not reach a different conclusion. If MOFCOM determines that SolarMax should have obtained its approval, SolarMax may be required to file for remedial approvals. There is no assurance that it would be able to obtain such approval from MOFCOM. SolarMax may also be subject to administrative fines or penalties by MOFCOM that may require SolarMax to limit its business operations in the PRC, delay or restrict the conversion and remittance of its funds in foreign currencies into the PRC or take other actions that could have material and adverse effect on its business, financial condition and results of operations.

Under the new Enterprise Income Tax Law, SolarMax may be classified as a “resident enterprise” of China. Such classification could result in unfavorable tax consequences to us and our non-PRC stockholders.

The new Enterprise Income Tax (EIT) Law, which was most recently amended on December 29, 2018, and its implementing rules provide that enterprises established outside of China whose “de facto management bodies” are located in China are considered “resident enterprises” under PRC tax laws. The implementing rules promulgated under the new EIT Law define the term “de facto management bodies” as a management body which substantially manages, or has control over the business, personnel, finance and assets of an enterprise. However, there are no further detailed rules or precedents governing the procedures and specific criteria for determining “de facto management body.” It is still unclear if the PRC tax authorities would determine that SolarMax’ China operations, which are owned by its subsidiary, SolarMax Hong Kong, should be classified as a PRC “resident enterprise.”

If SolarMax is deemed as a PRC “resident enterprise,” we will be subject to PRC enterprise income tax on our worldwide income at a uniform tax rate of 25%, although dividends distributed to us from SolarMax’ existing PRC subsidiaries and any other PRC subsidiaries which we may establish from time to time could be exempt from the PRC dividend withholding tax due to a PRC “resident recipient” status. This could have a material and adverse effect on our overall effective tax rate, our income tax expenses and our net income following the Merger. Furthermore, dividends, if any, paid to our stockholders may be decreased as a result of the decrease in distributable profits. In addition, if SolarMax were to be considered a PRC “resident enterprise,” dividends we pay with respect to shares of our common stock and the gains realized from the transfer of shares of our common stock may be considered income derived from sources within the PRC and be subject to PRC withholding tax. This could have a material and adverse effect on the value of your investment in us and the price of shares of our common stock.

SolarMax’ obligations under labor contract laws in China may adversely affect our results of operations.

On June 29, 2007, the PRC government promulgated the Labor Contract Law of the PRC which became effective on January 1, 2008 and was revised on December 28, 2012. The Labor Contract Law imposes greater liabilities on employers and significantly affects the cost of an employer’s decision to reduce its workforce. In addition, it requires certain terminations be based on the mandatory requirement age. In the event SolarMax decides to significantly change or decrease its workforce, the Labor Contract Law could adversely affect its ability to enact such changes in a manner that is most advantageous to its business or in a timely and cost-effective manner, thus materially and adversely affecting SolarMax’ financial condition and results of operations.

Because SolarMax requires a license to engage in the EPC business in China, any changes in the certification or qualification requirements could impair SolarMax’ ability to operate in China.

A specific license is required to engage in the EPC business in China. SolarMax’ subsidiary ZHPV currently holds the necessary licenses, including Construction Enterprise Qualification Certificate (“Qualification”) for Level III of General Contractor for Power Engineering Constructor which permits ZHPV to conduct business as a contractor in the power engineering construction business throughout the PRC. However, any changes in the requirements for obtaining and maintaining such licensure could impair ZHPV’s ability to retain its license which could preclude SolarMax from performing EPC services in China. The qualification certificate expires on March 4, 2021. SolarMax believe that the renewal of the certificate is routine; however, we cannot assure you that the certificate will be renewed in a timely manner.

If SolarMax imports polysilicon into China from the United States or South Korea, its gross margin may be impaired.

On July 18, 2013, MOFCOM announced that it would enact preliminary tariffs on imports of solar-grade polysilicon at rates up to 57% for United States suppliers and 48.7% for South Korean suppliers. This decision was affirmed by MOFCOM in January 2014. Import tariffs and limitations imposed on foreign polysilicon suppliers may lead to price increases for products from Chinese domestic suppliers. Although SolarMax’ China segment does not source any significant amount of polysilicon from the United States or South Korea, if it imports polysilicon from these countries its cost of revenue is likely to increase, and it may not be able to pass the increased cost to its customers, which would impair its gross margin.

SolarMax may fail to comply with laws and regulations regarding the development, construction and operation of solar power projects and photovoltaic production projects in China.

The development, construction and operation of solar power projects and photovoltaic production projects are highly regulated activities. SolarMax’ operations in China are governed by various laws and regulations, including national and local regulations relating to urban and rural planning, building codes, safety, environmental protection, fire control, utility transmission, engineering and metering and related matters. For example, the establishment of a solar power project is subject to the approval of the National Development and Reform Commission (“NDRC”) or its local branches, pursuant to the Administrative Provisions on Generation of Electricity by Renewable Energy Resources promulgated by the NDRC on January 5, 2006. Pursuant to the Provisions on the Administration of Electric Power Business Permit, which became effective on December 1, 2005 and were amended on May 30, 2015, certain solar power projects may be required to obtain the electric power business permits specifically for power generation from the State Electricity Regulatory Commission, known as SERC. Pursuant to the Interim Measures for the Administration of Solar Power Projects, promulgated by the National Energy Administration, known as the NEA, on August 29, 2013, solar power projects are subject to filings with the provincial NDRC. Such filing is subject to the national development plan for solar power generation, the regional scale index and implementation plan of the year as promulgated by the competent national energy authority and is a pre-condition for connecting to the power grid. Pursuant to the Interim Measures for the Administration of Distributed Generation Projects, or the Distributed PV Interim Measures, promulgated by the NEA on November 18, 2013, distributed generation projects are subject to filings with the provincial or regional NDRC. Such filing is subject to State Council’s rules for administration of investment projects and the regional scale index and implementation plan of the year as promulgated by the competent national energy authority. Distributed generation projects in the regional scale index of the year that are not completed or put into operation within two years from their respective filing date are cancelled and disqualified from receiving national subsidies. The Distributed PV Interim Measures also provide that the filing procedures should be simplified and the electric power business permit and permits in relation to land planning, environmental impact review, energy saving evaluation and other supporting documents may be waived. Detailed requirements of the filing are also subject to local regulations, and the effects of the Distributed PV Interim Measures on our business are yet to be evaluated. Pursuant to the Standard Conditions of Photovoltaic Production Industry, or the Photovoltaic Production Rule, promulgated by the PRC’s Ministry of Industry and Information Technology (“MIIT”) and, effective on March 25, 2015, the minimum proportion of capital funds contributed by the producer for newly built, renovation and expansion photovoltaic (“PV”) production projects shall be 20%. The Photovoltaic Production Rule also provides, among other matters, requirements in relation to the production scale, cell efficiency, energy consumption and operational life span of various PV products. It also requires companies to obtain pollution discharge permits.

SolarMax’ failure to obtain or maintain any required approvals, permits, licenses or filings or to comply with the conditions associated therewith could result in fines, sanctions, suspension, revocation or non-renewal of approvals, permits or licenses, or even criminal penalties, which could have a material adverse effect on its business, financial condition and results of operations. Any new government regulations pertaining to solar power projects may result in significant additional expenses to the development, construction and operation of solar power projects and, as a result, could cause a significant reduction in demand for our solar power projects and services. Currently, some of SolarMax’ project companies in the PRC have not obtained electric power business permits due to the delays in the governmental review or approval processes, which has impacted SolarMax with respect to one project. Failure to secure such permits may lead to monetary damages, fines or even criminal penalties.

We cannot assure you that SolarMax will be able to promptly and adequately respond to changes of laws and regulations, or that our employees and contractors will act in accordance with our internal policies and procedures. Failure to comply with laws and regulations where we develop, construct and operate solar power projects may materially adversely affect SolarMax’ business, financial condition and results of operations. SolarMax has been advised by its PRC counsel, AllBright Law Offices, that, based on their review of SolarMax’ operations materials, including its approved qualifications and PRC laws and regulations, SolarMax’ operations in the PRC, as presently conducted, comply in all material respects with applicable PRC laws and regulations.

Failure to comply with PRC regulations regarding the registration of share options held by SolarMax employees who are “domestic individuals” may subject such employee or SolarMax to fines and legal or administrative sanctions.

Pursuant to Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company issued by the SAFE in February 2012, or the Stock Incentive Plan Rules, “domestic individuals” (both PRC residents and non-PRC residents who reside in China for a continuous period of not less than one year, excluding foreign diplomatic personnel and representatives of international organizations) participating in any stock incentive plan of an overseas listed company are required, through qualified PRC agents, including the PRC subsidiary of such overseas-listed company, to register with the SAFE and complete certain other procedures related to the stock incentive plan.

SolarMax and its employees who qualify as “domestic individuals” and have been granted stock options, or the PRC optionees, will become subject to the Stock Incentive Plan Rules when SolarMax becomes an overseas listed company upon the completion of the Merger. We plan to conduct and complete the registration as required under the Stock Incentive Plan Rules and other relevant SAFE registrations upon the completion of the Merger and to update the registration on an on-going basis. If SolarMax or its PRC optionees fail to comply with the Individual Foreign Exchange Rule and the Stock Incentive Plan Rules, is and its PRC optionees may be subject to fines and other legal sanctions. SolarMax may also face regulatory uncertainties that could restrict its ability to adopt additional option plans for its directors and employees under PRC law. In addition, the General Administration of Taxation has issued circulars concerning employee stock options. Under these circulars, SolarMax’ employees working in China who exercise stock options will be subject to PRC individual income tax. Its PRC subsidiaries have obligations to file documents related to employee stock options with relevant tax authorities and withhold individual income taxes of those employees who exercise their stock options. If its employees fail to pay and SolarMax fails to withhold their income taxes, SolarMax may face sanctions imposed by tax authorities or any other PRC government authorities. Furthermore, there are substantial uncertainties regarding the interpretation and implementation of the Individual Foreign Exchange Rule and the Stock Incentive Plan Rules.

SolarMax faces uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a PRC establishment of a non-PRC company, or immovable properties located in China owned by a non-PRC company.

SolarMax faces uncertainties on the reporting and consequences of private equity financing transactions, private share exchange transactions and private transfer of shares, including private transfer of public shares, in our company by non-resident investors.

On February 3, 2015, the PRC’s State Administration of Taxation (“SAT”) issued Announcement on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfers by Non-RPC Resident Enterprises, or SAT Notice No. 7, to supersede the existing tax rules in relation to the tax treatment of the Indirect Transfer. SAT Notice No. 7 introduces a new tax regime and extends the SAT’s tax jurisdiction to capture transactions involving indirect transfer of (i) real properties in China and (ii) assets of an “establishment or place” situated in China, by a non-PRC resident enterprise through a disposition of equity interests in an overseas holding company. SAT Notice No. 7 also extends the interpretation with respect to the disposition of equity interests in an overseas holding company. In addition, SAT Notice No. 7 further clarifies how to assess reasonable commercial purposes and introduces safe harbors applicable to internal group restructurings. However, it also brings challenges to both the foreign transferors and transferees as they are required to make self-assessments of whether an Indirect Transfer or similar transaction should be subject to PRC tax and whether they should file or withhold any tax payment accordingly.

However, there is a lack of clear statutory interpretation, there are uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises, or sale or purchase of shares in other non-PRC resident companies or other taxable assets by SolarMax. SolarMax and other non-resident enterprises in its group may be subject to filing obligations or taxes if it and other non-resident enterprises in its group are transferors in such transactions and may be subject to withholding obligations if SolarMax and other non-resident enterprises in its group are transferees in such transactions. For the transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in filing under the rules and notices. SolarMax may be required to expend costly resources to comply with SAT Notice No. 7, or to establish a case to be tax exempt under SAT Notice No. 7, which may cause SolarMax to incur additional costs and may have a negative impact on the value of your investment in us.

The PRC tax authorities have discretion under SAT Notice No. 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the transferred equity interests and the investment cost. SolarMax may pursue acquisitions in the future that may involve complex corporate structures. If SolarMax is considered as a non-PRC resident enterprise under the EIT Law and if the PRC tax authorities make adjustments to the taxable income of the transactions under and SAT Notice No. 7, SolarMax’ income tax expenses associated with such potential acquisitions will be increased, which may have an adverse effect on SolarMax’ financial condition and results of operations.

The ability of Alberton’s shareholders to exercise redemption rights with respect to a large number of Alberton’s shares may not allow Alberton to complete the Business Combination or optimize its capital structure.

At the time we entered into the Merger Agreement, Alberton did not know how many shareholders would exercise their redemption rights and therefore Alberton needed to structure the transaction based on its expectations as to the number of shares that will be submitted for redemption. Because the Merger Agreement requires Alberton to have a minimum amount of cash at closing such that it will meet Nasdaq’s listing requirements and SolarMax’ cash requirements, Alberton will need to reserve a portion of the cash in the Trust Account to meet such requirements, and plans to arrange for third party financing, including private placement or a back up financing. In addition, if a larger number of shares are submitted for redemption than Alberton initially expected, Alberton may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Third party financing may not be available to Alberton. Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

If the Business Combination with SolarMax is unsuccessful, you would not receive your pro rata portion of the Trust Account until Alberton liquidates the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time Alberton’s stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with Alberton’s redemption until Alberton liquidates or you are able to sell your stock in the open market.

The net proceeds of Alberton’s IPO not being held in the Trust Account may be insufficient to allow Alberton to operate and pay taxes and expenses until the completion of the initial business combination or to complete the initial business combination.

The funds available to Alberton outside of the Trust Account may not be sufficient to allow Alberton to operate until the completion of its initial business combination. At September 30, 2020, Alberton’s cash outside the trust account was $1,595. Alberton has already incurred considerable expenses in connection with its search for a target business, in connection with its negotiation of the Merger Agreement with SolarMax and in connection with its due diligence and other activities. Alberton anticipates that further diligence on SolarMax and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. Notwithstanding the execution of the Merger Agreement, the Business Combination may not occur for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred. If Alberton is required to seek additional capital, we may be obligated to borrow funds from the Sponsors, management team or other third parties to operate or Alberton may be forced to liquidate. Neither the Sponsors, members of Alberton’s management team nor any of their respective affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of Alberton’s initial business combination.

If Alberton is unable to complete its initial business combination, Alberton’s Public Shareholders may receive only approximately $10.77 per share as of November 30, 2020 (or such higher amount then held in trust) on the liquidation of the Trust Account and Alberton’s warrants will expire worthless.

You may be unable to ascertain the merits or risks of SolarMax’ operations and the business of SolarMax is outside of Alberton management’s area of expertise.

To the extent Alberton completes its initial business combination, Alberton will be affected by numerous risks inherent in SolarMax’ business operations. Although Alberton’s management has endeavored to evaluate the risks inherent in the proposed Business Combination with SolarMax, Alberton cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Furthermore, some of these risks may be outside of our control. Alberton also cannot assure you that an investment in Alberton’s securities will not ultimately prove to be less favorable to investors in Alberton than a direct investment, if an opportunity were available, in SolarMax. Although Alberton has identified general guidelines that it believes are important in evaluating SolarMax, it cannot assure you that SolarMax’ business meets such guidelines and as a result, SolarMax’ business may not have attributes entirely consistent with Alberton’s general guidelines.

In addition, if Alberton’s shareholders do not believe that the prospects for the Business Combination are promising, a greater number of shareholders may exercise their Redemption Rights, which may make it difficult for Alberton to meet any Closing condition with SolarMax that requires us to have a minimum net worth or a certain amount of cash. In addition, it may be more difficult for Alberton to obtain shareholder approval of the Business Combination if SolarMax does not meet Alberton’s general guidelines. If Alberton is unable to complete its initial business combination, the Public Shareholders may receive only approximately $10.77 per share (at November 30, 2020) (or such higher amount then held in trust) on the liquidation of its Trust Account and its warrants will expire worthless.

An active market for Successor’s securities may not develop, which would adversely affect the liquidity and price of the Successor’s securities.

The price of the Successor’s securities may vary significantly due factors specific to the Successor as well as to general market or economic conditions. Furthermore, an active trading market for the Successor’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. There can be no assurance that any significant market, or any market, will ever develop in our common stock. If there is not an active market for Successor’s common stock after the Merger, you may not be able to sell any Successor stock you may own. Any reported prices may not reflect the price at which you would be able to sell shares if you want to sell any shares you own or buy shares if you wish to buy shares.

Following the Closing, our only significant asset will be the ownership of 100% of SolarMax’ capital stock, and we do not currently intend to pay dividends on our Common Stock and, consequently, your ability to achieve a return on your investment will depend on the appreciation in the price of our Common Stock.

Following the Closing, we will have no direct operations and no significant assets other than the ownership of 100% of SolarMax’ capital stock. We will depend on SolarMax for the funds necessary to meet our financial obligations, including our expenses as a publicly traded company. Legal and contractual restrictions in agreements governing the current indebtedness of SolarMax, restrictions on the ability of SolarMax’ Chinese subsidiaries to make distributions to SolarMax as well as the financial condition and operating requirements of SolarMax, may limit our ability to obtain cash from SolarMax. We do not expect to pay cash dividends on our shares. Any future dividend payments are within the absolute discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law, and other factors that our board of directors may deem relevant.

We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes Oxley Act of 2002 that will be applicable to us after the Business Combination. Furthermore, if our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

As a public company, Alberton is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations. Following the Business Combination, the combined company will continue to be required to provide management’s attestation on internal controls commencing with Alberton’s annual report for the year ending December 31, 2020, in accordance with applicable SEC guidance. The standards required for a public company under Section 404 of the Sarbanes Oxley Act of 2002 are significantly more stringent than those required of SolarMax as a privately held company. Further, following the Merger, our historical financial statements will reflect the operations of SolarMax, with the Merger being treated as SolarMax’ acquisition of us on the effective date of the Merger. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the regulatory compliance and reporting requirements that will be applicable to us after the Business Combination. If we are not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our common stock.

Subsequent to the Closing, Successor may be required to take write-downs or write-offs, restructuring and impairment, or other charges that could have a significant negative effect on its financial condition, results of operations, and stock price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence we conducted on SolarMax revealed all material issues that may be present in SolarMax’ business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our and SolarMax’ control will not later arise. As a result, the combined company may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analyses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the combined company or its securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

We will incur increased costs as a result of operating as a public company with more complex operations following the Business Combination, and our management will be required to devote substantial time to compliance initiatives.

As a public company with more complex operations, and particularly after we are no longer an “emerging growth company,” we will incur significant legal, accounting, and other expenses that we did not incur as a blank check company. In addition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the Securities and Exchange Commission (“SEC”) and Nasdaq have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, public companies are required to furnish a report by their management on their internal control over financial reporting, including an attestation report on internal control over financial reporting issued by their independent registered public accounting firms, which requirement is subject to certain exceptions. While we remain an emerging growth company, however, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404. This could result in a loss of confidence in the reliability of our financial statements, which could cause our stock price to decline.

Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we are an “emerging growth company.”

Section 404 of the Sarbanes-Oxley Act of 2002 requires annual management assessments of the effectiveness of our internal control over financial reporting, and generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. Following the Business Combination, the combined company will continue to be required to provide management’s attestation on internal controls effective with respect to the year ended December 31, 2020, in accordance with applicable SEC guidance.

However, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until we are no longer an “emerging growth company.” We could be an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following June 23, 2022, the fifth anniversary of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, (c) our non-convertible debt issued within a three year period exceeds $1 billion, or (d) if the market value of our shares that are held by non-affiliates exceeds $700 million on the last day of our second fiscal quarter.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen 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, we, 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 our 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. Such circumstances could adversely affect the value and liquidity of our securities.

The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for holders of our common stock.

Our stock price is likely to be volatile. As a result of this volatility, you may not be able to sell the Alberton Shares at or above the price at which you purchased it. The market price for our common stock following the completion of the Merger may be influenced by many factors, including:

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price and the trading volume of our common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

If the Business Combination’s benefits do not meet the expectations of investors, shareholders, or financial analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Alberton’s securities prior to the Closing may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which our shareholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for SolarMax’ stock and trading in the shares of Alberton’s shares has not been active. Accordingly, the valuation ascribed to SolarMax and our shares in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

If we are unable to effect the Business Combination and fail to complete an alternative initial business by April 26, 2021, we will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of our remaining shareholders and our board of directors, dissolving and liquidating. In such event, the warrants and rights will expire worthless and third parties may bring claims against Alberton and, as a result, the proceeds held in trust could be reduced and the per share liquidation price received by shareholders could be less than $10.00 per share. Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

If we do not consummate the Business Combination and fail to complete an alternative initial business combination by April 26, 2021, 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 BVI 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.

In addition, third parties may bring claims against Alberton. Although Alberton has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest, or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of Alberton’s public shareholders. If Alberton is unable to complete a business combination within the required time period, our Sponsor has agreed to be personally 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 Alberton for services rendered or contracted for or products sold to Alberton, but only if such a vendor or prospective target business has not executed such a waiver of claims against the trust account and except as to any claims under our indemnity to the underwriters. However, he may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share or (ii) other than due to the failure to obtain such waiver such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy his obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

Because SolarMax’ directors and executive officers will beneficially own approximately 26.4% of our outstanding common stock after the Merger, they may be able to significantly affect any action which requires stockholder approval.

SolarMax’ directors and executive officers beneficially own approximately 31.9% of SolarMax’ outstanding voting common stock and will beneficially own approximately 26.4% of our outstanding common stock upon completion of the Merger, based on a Redemption Price of $10.77, as of November 30, 2020. SolarMax’ bylaws provide, and the bylaws of the Successor will provide, that one-third of the outstanding common stock constitutes a quorum for a meeting of stockholders. As a result, they may have the ability to elect all of our directors and to approve actions requiring stockholder approval as well as to prevent any action from being taken which they oppose even if such action would benefit stockholders. In addition, this concentration of ownership might adversely affect the market price of the Successor’s common stock:

The 26.4% percentage interest assumes that none of Alberton’s public shares are redeemed. The percentage will be increased to the extent that public shares are redeemed and Sponsor shares are cancelled in satisfaction of certain obligations and will be decreased to the extent that additional shares are issued in a financing to raise funds in connection with the Merger.

Our initial shareholders have agreed to vote in favor of our initial business combination, regardless of how our unaffiliated public shareholders vote.

Our initial shareholders have agreed to vote any shares of Alberton owned by them in favor of the Merger. As of the date hereof, our initial shareholders and affiliates, own shares equal to 56.7% of our issued and outstanding shares. Accordingly, it is more likely that the necessary shareholder approval will be received for the Business Combination than would be the case if our initial shareholders agreed to vote any shares of Alberton owned by them in accordance with the majority of the votes cast by our unaffiliated public shareholders.

Your ability to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

At the time of your investment in us, you were not provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our Sponsor and other initial shareholders own 56.7% of the issued and outstanding shares of Alberton, and they have agreed to vote their shares in favor of the Business Combination, public shareholders may not have the right to affect the vote on the Business Combination. Accordingly, your ability to affect the investment decision regarding the Business Combination may be limited to exercising your redemption rights with respect to the Business Combination.

Sales of a substantial number of shares of our Common Stock in the public market could cause our stock price to fall.

SolarMax’ officers, directors, 5% stockholders and certain other stockholders who own more than 1% of SolarMax’ common stock have agreed to lock up their Consideration Shares and our Initial Shareholders have agreed to lock up (i) for 50% of their shares, the period ending on the earlier of (x) six months after the Closing Date, as defined in the Merger Agreement, and (y) the date on which the closing price of the Alberton 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 the Closing Date and (ii) for the remaining 50% of their shares, ending six months after the Closing Date. If our Initial Shareholders or the SolarMax stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after all legal restrictions on resale lapse, the market price of our common stock may decline.

Our and SolarMax’ ability to utilize their respective net operating loss carryforwards and certain other tax attributes may be limited.

Under Section 382 of the Code, if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in the ownership of its equity over a three year period), the corporation’s ability to use its pre-Merger net operating loss carryforwards and certain other pre-change tax attributes to offset its post-change income may be limited. We may have experienced such ownership changes in the past, and we and SolarMax expect to experience such ownership change as a result of the Business Combination, with SolarMax experiencing a 100% change of ownership and we will experience more than a 50% of ownership. Our ability to utilize our and SolarMax’ net operating loss carryforwards could be limited by an “ownership change,” which could result in increased tax liability to us following the completion of the Merger, potentially decreasing the value of our Common Stock. There are additional limitations found under Sections 269, 383, and 384 of the Code that may also limit the use of net operating loss carryforwards that may apply and result in increased tax liability to the Successor, potentially decreasing the value of our Common Stock. In addition, a “Separate Return Limitation Year” (“SRLY”) generally encompasses all separate return years of a member (or predecessor in a Section 381 or other transaction), including tax years in which it joins a consolidated return of another group. According to Treasury Regulation Section 1.1502-21, a net operating losses of a member that arises in a SRLY may be applied against consolidated taxable income only to the extent of the loss member’s cumulative contribution to the consolidated taxable income. As a result, this SRLY limitation may also increase the tax liability to Alberton (by reducing the carryforward of certain net operating losses that otherwise might be used to offset the amount of taxable gain), potentially decreasing the value of our Common Stock.

We will incur significant transaction expenses and costs in connection with the Business Combination, and if we fail to consummate the Business Combination, we may not have sufficient cash available to pay such costs.

We expect to incur significant, non-recurring costs in connection with consummating the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed. Alberton’s transaction expenses that may be incurred as a result of the Business Combination are currently estimated at approximately $[●] million, which are comprised of (i) $[●] in fees to our financial advisors and for banking fee payable to the underwriters of Alberton’s IPO; (ii) an estimate of $[●] in legal fees and expenses, (iii) an estimate of $[●] in accounting and other expenses, and (iv) $[●] relating to other fees and expenses incurred in connection with the Business Combination, and (v) up to $402,696 on notes due to SolarMax, which upon the completion of the Merger would be eliminated in consolidation; provided that pursuant to the Merger Agreement that (i) Alberton shall obtain the agreement of the underwriter in its initial public offering and the holders of its promissory notes that were outstanding as of September 3, 2020 that all deferring underwriting and related fees due to such underwriter and all of such outstanding promissory notes shall be settled by the delivery by the sponsor and its affiliate of Sponsor Shares owned by them; and (ii) Alberton shall obtain agreement of its Sponsor to transfer to Alberton for cancellation such Sponsor Shares equal to the cash paid by the surviving corporation after the Merger to pay all of Alberton’s liabilities, including contingent liabilities, on the closing date (other than Alberton Closing Expenses) divided by the Redemption Price, and Albertson’s failure to obtain the agreements of the creditors referred to in preceding sentence is a ground for termination of the Merger Agreement by SolarMax. This amount includes the expenses incurred in connection with the filing, printing, and mailing of this proxy statement/registration statement and the solicitation of the approval of our shareholders, and all filing and other fees paid to the SEC, which is estimated based on the Merger Consideration of approximately $300 million as provided in the Merger Agreement, and Nasdaq. If Alberton and SolarMax do not consummate the Business Combination, each party will be required to pay its own fees and expenses, and Alberton likely will not have sufficient cash available to pay its fees and expenses unless and until it completes a subsequent business combination ~~transaction.~~transaction and Alberton and the Sponsor are not likely to have the funds to pay SolarMax for the loans made by SolarMax, which, as of February 5, 2021, amounted to $332,022 owed by Alberton and $219,698.05 owed by the Sponsor. If the Merger is completed, the combined company will incur transition costs and costs relating to SolarMax’ business operating as a public company as well as SolarMax’ closing expenses, estimated at $[● ], which may adversely affect our results of operations and the value of the Successor’s Common Stock.

The unaudited pro forma financial information included in this proxy statement/prospectus under the heading Unaudited Pro Forma Condensed Combined Financial Statements” may not be representative of the Combined Company’s results if the Business Combination is consummated and accordingly, you will have limited financial information on which to evaluate the financial performance of the Combined Company and your investment decision.

Alberton and SolarMax currently operate as separate companies. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at the beginning of the periods presented, nor is it indicative of the future operating results or financial position of the Combined Company. The pro forma statement of earnings does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” has been derived from Alberton’s and SolarMax’ historical financial statements and certain adjustments and assumptions have been made regarding the combined organization after giving effect to the transaction. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and the Combined Company’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Combined Company’s financial condition or results of operations following the Closing. Any potential decline in the Combined Company’s financial condition or results of operations may cause significant variations in the stock price of the Combined Company.

Alberton and its shareholders will only have limited protection in the event that any of the representations and warranties made by SolarMax in the Merger Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties made by SolarMax to Alberton in the Merger Agreement will not survive the Closing. As a result, after the Closing, Alberton and its shareholders will not have the protection of any indemnification, if any representation or warranty made by SolarMax in the Merger Agreement proves to be inaccurate or incorrect or there is a breach of a pre-closing covenant unless there is an intended fraud. Accordingly, to the extent such representations or warranties are incorrect or there is a breach of a pre-closing covenant by SolarMax, Alberton would have limited, if any, indemnification claims with respect thereto and its financial condition or results of operations could be adversely affected.

Purchases of shares of our Ordinary Share in the open market or in privately negotiated transactions by our Sponsor, directors, officers, advisors, or their affiliates may make it difficult for us to maintain the listing of our Ordinary Shares on a national securities exchange following the Closing.

If our Sponsor, directors, officers, advisors, or their affiliates purchase shares of our Ordinary Share in the open market or in privately negotiated transactions, the public “float” of our Ordinary Share and the number of beneficial holders of our securities would be reduced, possibly making it difficult to maintain the listing or trading of our securities on Nasdaq following the Closing. If Nasdaq does not approve the listing of the Successor’s common stock upon completion of the Merger, Albertson and SolarMax will have the right to terminate the Merger. Since the Nasdaq listing was important to the SolarMax board in approving the Merger, it is likely that SolarMax will terminate the Merger Agreement Nasdaq approval is not obtained.

We may agree to waive, in whole or in part, some of the conditions to our obligations to complete the Business Combination, to the extent permitted by our Current Charter and applicable laws. For example, it is a condition to our obligations to close the Business Combination that SolarMax’ representations and warranties are true and correct in all respects as of the Closing Date, except for such inaccuracies that, individually or in the aggregate, would not result in a Material Adverse Effect (as defined in the Merger Agreement). However, if our board of directors determines that it is in our shareholders’ best interest to waive any such breach, then the board may elect to waive that condition and close the Business Combination. We are not able to waive the condition that our shareholders or SolarMax’ stockholders approve the Business Combination.

Even if we consummate the Business Combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of our warrants may be amended.

The exercise price for our warrants is $11.50 per whole share, subject to certain adjustments. Warrants may be exercised only for a whole number of Alberton Shares. No fractional shares will be issued upon exercise of the warrants. There is no guarantee that the public warrants will ever be in the money prior to their expiration and they may expire worthless.

In addition, the warrant agreement between Continental Stock Transfer & Trust Company, as the warrant agent, and us provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding public warrants approve of such amendment. Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of Alberton Shares purchasable upon exercise of a warrant.

Our Sponsor, directors, and officers have a conflict of interest in determining to pursue the merger with SolarMax, since certain of their interests, and certain interests of their affiliates and associates, are different from or in addition to (and which may conflict with) the interests of our shareholders.

Our Initial Shareholders, including our Sponsor and our officers and directors, have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of our public shareholders, which may result in a conflict of interest. These interests include, among other things:

The exercise of our directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in our shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require Alberton to agree to amend the Merger Agreement, to consent to certain actions taken by SolarMax or to waive rights that Alberton is entitled to under the Merger Agreement. Such events could arise because of changes in the course of SolarMax’ business, a request by SolarMax to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement, or the occurrence of other events that would have a material adverse effect on SolarMax’ business and would entitle Alberton to terminate the Merger Agreement. In any of such circumstances, it would be at Alberton’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of our officers and directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for Alberton and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement, Alberton does not believe there will be any changes or waivers that Alberton’s directors and officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Alberton will circulate a new or amended proxy statement and re-solicit Alberton’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

Our public shareholders may experience immediate dilution as a consequence of, among other transactions, the Business Combination, and having a minority share position likely reduces the influence that our current shareholders have on the management of Alberton.

We anticipate that, upon the completion of the Business Combination, and assuming there are no redemptions, and assuming the issuance of 27,855,199 Alberton Shares as the Consideration Shares to SolarMax stockholders upon the Closing, Alberton’s public shareholders will retain an ownership interest of 4.20% in Alberton post-Closing and our Initial Shareholders and affiliates (including the underwriters in our IPO) will retain an ownership interest of 7.78% in Alberton post-Closing. These relative percentages assume the automatic conversion of 11,479,043 rights of Alberton into 1,147,904 shares of Successor’s common stock at the Closing. In addition, if any of our public shareholders exercises its redemption rights, the aggregate percentage ownership interest of our public shareholders in Successor will decrease and the percentage ownership interest of our Initial Shareholders and the ownership interest of SolarMax stockholders in Alberton post-Closing, will increase. Upon the Closing, Alberton will own 100% of the issued and outstanding shares of common stock of SolarMax. If the facts are different than these assumptions (which they are likely to be), the percentage ownership retained by our existing shareholders in Alberton post-Closing will be different. These ownership percentages with respect to Alberton following the Business Combination do not take into account: (i) the 11,487,992 public warrants to purchase up to a total of 5,743,996 ~~Company Ordinary~~Alberton Shares, (ii) the 329,760 private warrants to purchase up to a total of 164,880 ~~Company Ordinary~~Alberton Shares, (iii) the 1,414,480 Extension Warrants to purchase up to a total of 707,240 Alberton Shares; (iv) the unit purchase option, held by the underwriters in our IPO, to purchase up to 500,500 ~~Company Ordinary~~Alberton Shares, 500,500 rights to receive 50,050 ~~shares of Common Stock,~~Alberton Shares, and 500,500 warrants to purchase up to a total of 250,250 ~~shares of Common Stock~~Alberton Shares that will remain outstanding following the Business Combination, ~~or (iv)~~(v) the issuance of any shares of Common Stock under the Assumed Options and SolarMax convertible notes at the ~~Closing.~~Closing, or (vi) cancellation and forfeiture of certain Founder Shares and/or Private Shares owned by the Sponsor. If the facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Alberton’s existing shareholders in the Successor will be different. See “Summary of the Material Terms of the Proposals — Impact of the Business Combination on Alberton’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information. The existing shareholders of Alberton may be further diluted if Alberton needs to issue more shares in private placements (PIPEs) or backstop transactions in order to support the Business Combination. Contemporaneously with the Business Combination, Alberton may issue new shares to the Sponsor and/or third parties in PIPEs or backstop transactions to ensure that Alberton has at least $5,000,001 of net tangible assets remaining prior to or upon the Closing after giving effect to the redemption of any Ordinary Shares by the public shareholders in connection with the Business Combination with SolarMax and any private financings. As one of the conditions to consummate the Business Combination, if Alberton failed to fulfill, unless waived by SolarMax, the Business Combination will not be consummated. See “Potential Dilution from Proposed Financing” for further information.

Our shareholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

Because of the dilutive effect of the issuance of the Consideration Shares and potential new shares in the proposed financing and the management members after the Business Combination, see “Management after the Business Combination” , existing shareholders of Alberton may have little influence on the management of the Successor following the Business Combination. If the Successor is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, our shareholders will have experienced substantial dilution of their ownership interests in their company without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Successor is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

Our ability to successfully effect the Business Combination and successfully operate the business thereafter will be largely dependent upon the efforts of the key personnel of SolarMax, all of whom we expect to stay with SolarMax following the Business Combination. The loss of such key personnel could negatively impact the operations and profitability of the post-combination business.

Our ability to successfully effect the Business Combination and successfully operate the business is dependent upon the efforts of certain key personnel, including the key personnel of SolarMax. Although we expect all of such key personnel to remain with SolarMax following the Business Combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. Furthermore, while we have performed due diligence upon SolarMax’ key employees, who we expect will stay with SolarMax following the Business Combination, our assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. Any of these occurrences could materially and adversely affect our business, financial condition, results of operations, or prospects.

Alberton ~~does~~may not ~~currently~~ have sufficient cash, including funds in the Trust Account, to satisfy the closing condition in the Merger Agreement that Albertson have sufficient cash to enable it to meet the Nasdaq listing requirements, and there can be no assurance that Alberton will be able to obtain sufficient additional financing to satisfy this requirement, that such financing will be available on acceptable terms.

The Merger Agreement provides that, as a condition to the Closing of the Business Combination, Alberton must have received net proceeds from the Private Placement or Backstop Financing (as defined in the Merger Agreement) sufficient such that, after giving effect to the Merger, the Redemption and the receipt of such net proceeds, Alberton will satisfy the applicable listing requirements of Nasdaq. As a result of the redemptions in connection with the Extension Meetings, there is currently only approximately $15.22 million held in the Trust Account. As of September 30, 2020, SolarMax had a deficiency in stockholders’ equity of approximately $7.9 million. ~~The~~Depending on the amount paid in redemption of public shares, the amount in the trust may not be insufficient to enable Alberton to meet Nasdaq stockholders’ equity requirement. Further, the only unrestricted publicly held shares of Alberton are the publicly held shares which have a market value equal to the amount in the trust fund. The only other publicly held shares will be shares held by those minority stockholders of SolarMax who ~~provide the transfer agent with the documentation necessary for the issuance~~are not party to ~~them of shares that are included in the public float. Unless~~a lock-up agreement. If Alberton ~~is able~~requires but it unable to obtain ~~sufficient~~ additional financing to meet the Nasdaq listing requirement condition, ~~or SolarMax agrees to modify or waive such condition,~~it is not likely that the Business Combination will ~~not occur.~~be completed. SolarMax does not anticipate that it will waive this requirement since one of the reasons the SolarMax board approved the Merger is the Nasdaq listing. Although Alberton is discussing potential financing with a number of third parties, Alberton cannot assure you that such financing will be available on acceptable terms, if at all. If the Business Combination with SolarMax does not occur, Alberton most likely will not be able to identify or consummate an alternative initial business combination prior to April 26, 2020 and, unless its shareholders approve further extensions, Alberton would be required by its charter documents to liquidate. If SolarMax does agree to modify or waive the Nasdaq listing requirement, the funding available to SolarMax would be less than the funding contemplated at the time the Merger Agreement was entered into, and may require the Successor to obtain financing from other sources, to the extent such financing is available. Further, in the event that Alberton fails to satisfy the Nasdaq requirement, it would be necessary for Alberton to comply with applicable state securities or blue sky requirements since the Nasdaq exemption to these requirement would not be applicable, and such compliance may not be possible before the Outside Date if at all. The failure to secure adequate additional financing may have a material adverse effect on the business, operations and prospects of the Successor, including the continued development and growth of SolarMax’ business. None of Alberton’s officers, directors or shareholders are required to provide any financing to Alberton in connection with or after the Business Combination. If Alberton is unable to consummate the Business Combination, Alberton’s Public Shareholders may only receive approximately $10.77 per share as of November 30, 2020 (or such higher amount then held in trust) on the liquidation of the Trust Account and Alberton’s warrants will expire worthless.

A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

Following the Business Combination, the price of our securities may fluctuate significantly due to the market’s reaction to the Business Combination, the business of SolarMax and general market and economic conditions. An active trading market for our securities following the Business Combination may never develop or, if developed, may not be sustained. In addition, the price of our securities after the Business Combination can vary due to general economic conditions and forecasts, our general business condition, and the release of our financial reports. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

Our Initial Shareholders and/or their affiliates may enter into agreements concerning our securities prior to the Alberton Special Meeting, which may have the effect of increasing the likelihood of the Closing, decreasing the value of our shares, or reducing the public “float” of our shares.

At any time prior to the Alberton Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Alberton or its securities, the initial shareholders and/or their affiliates may enter into a written plan to purchase Alberton’s securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. In addition, at any time prior to the Alberton Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Alberton or its securities, the initial shareholders and/or their respective affiliates may (i) purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, (ii) execute agreements to purchase such shares from institutional and other investors in the future, and/or (iii) enter into transactions with institutional and other investors to provide such persons with incentives to acquire shares of Alberton’s ordinary shares or vote their shares in favor of the Business Combination Proposal. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial shareholders or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling public shareholders would be required to revoke their prior elections to redeem their shares. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer of shares or warrants owned by the initial shareholders for nominal value to such investors or holders.

The purpose of such share purchases and other transactions by the initial shareholders and/or their respective affiliates would be to increase the likelihood of satisfaction of the requirements that (x) the holders of a majority of the public shares present and entitled to vote at the Alberton Special Meeting vote in favor of the Business Combination Proposal, and/or (y) that Alberton will have at least $5,000,001 in net tangible assets after taking into account holders of public shares that properly demanded redemption of their public shares into cash, when, in each case, it appears that such requirements would otherwise not be met.

Entering into any such arrangements may have a depressive effect on Alberton’s shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Alberton Special Meeting. In addition, if such arrangements are made, the public “float” of our shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing, or trading of our securities on Nasdaq.

As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Alberton will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal and the Charter Amendment Proposal or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Although we expect our shares to remain listed on Nasdaq after the Business Combination, there can be no assurance that our shares will continue to be so listed or, if listed, that we will be able to comply with the continued listing standards of Nasdaq.

We have applied to continue listing our securities on Nasdaq subsequent to the Closing. To continue listing our securities on Nasdaq subsequent to the Closing, we will be required to demonstrate compliance with Nasdaq’s initial listing standards, which are more rigorous than Nasdaq’s continued listing requirements. For instance, we must maintain a minimum number of holders (300 round-lot holders), a standard that we ~~do not presently meet.~~met based on information relating to the NOBO holders of our ordinary shares as of January 20, 2021. We cannot assure you that we will be able to meet those initial listing standards at that time.

If, after the Business Combination, Nasdaq delists our shares from trading on its exchange due to our failure to meet Nasdaq’s initial and/or continued listing standards, we and our shareholders could face significant material adverse consequences including:

Following the Business Combination, Alberton’s business and stock price may suffer as a result of its lack of public company operating experience and if securities or industry analysts do not publish or cease publishing research or reports about Alberton, its business, or its market, or if they change their recommendations regarding our shares adversely, the price and trading volume of our Ordinary Share could decline.

Prior to the completion of the Business Combination, we have been a blank check company. Alberton’s lack of public company operating experience may make it difficult to forecast and evaluate its future prospects. If Alberton is unable to execute its business strategy, either as a result of its inability to effectively manage its business in a public company environment or for any other reason, Alberton’s business, prospects, financial condition, and operating results may be harmed.

The trading market for our shares will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on Alberton. If no securities or industry analysts commence coverage of Alberton, our stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover Alberton change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our shares would likely decline. If any analyst who may cover Alberton were to cease coverage of Alberton or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Warrants will become exercisable for our Alberton Shares, which would increase the number of Alberton Shares eligible for future resale in the public market and result in dilution to our shareholders.

Outstanding 12,902,272 warrants (including 11,487,992 public warrants issued in Alberton’s IPO and 1,414,480 Extension Warrants) to purchase an aggregate of ~~5,739,522~~6,451,236 Alberton Shares and outstanding private warrants to purchase an aggregate of 164,880 Alberton Shares will become exercisable commencing 30 days after the completion of the Business Combination. Each warrant entitles the holder thereof to purchase one-half of one share of Alberton’s Alberton Shares at a price of $11.50 per whole share, subject to adjustments. Warrants may be exercised only for a whole number of shares of Alberton’s Alberton Shares. No fractional shares will be issued upon exercise of the warrants. To the extent such warrants are exercised, additional shares will be issued, which will result in dilution to the then existing holders of Alberton Shares and increase the number of Alberton Shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Ordinary Share.

We may redeem any public warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

We will have the ability to redeem the public warrants at any time after they become exercisable and prior to their expiration at a price of $0.01 per warrant, provided that the last reported sale price of the Alberton Shares equals or exceeds $16.00 per share for any 20 trading days within the 30 trading-day period ending on the third business day before we send the notice of such redemption and if there is a current registration statement in effect with respect to the Alberton Shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. Redemption of the outstanding public warrants could force holders of public warrants:

We may issue additional Alberton Shares to complete the business combination or under the Incentive Plan after consummation of our initial business combination, which would dilute the interest of our stockholders and likely present other risks.

Our Current Charter authorize the issuance of an unlimited amount of both Ordinary Share of no par value and preferred shares of no par value and our Interim Charter authorize the issuance of 300 million shares of Common Stock, par value $0.0001 per share, and 100 million shares of preferred stock, par value $0.0001 per share. We may issue a substantial number of additional shares of preferred stock or shares of common stock to complete our initial business combination and after the Merger, Successor may issue shares of preferred stock or common stock. In general, without stockholder approval, under the Nasdaq listing rules, we cannot issue 20% of our voting stock without stockholder approval. Although no such issuance of Company Ordinary Share or preferred stock will affect the per share amount available for redemption from the trust account, the issuance of additional common or preferred equity, either before or after the effectiveness of the Merger:

Our Current Charter permits the board of directors by resolution to amend our Current Charter, including to create additional classes of securities, including shares with rights, preferences, designations, and limitations as they determine which may have an anti-takeover effect.

Our Current Charter permits the board of directors by resolution to amend Current Charter including to designate rights, preferences, designations, and limitations attaching to the preferred shares as they determine in their discretion, without shareholder approval with respect the terms or the issuance. If issued, the rights, preferences, designations, and limitations of the preferred shares would be set by the board of directors and could operate to the disadvantage of the outstanding shares the holders of which would not have any pre-emption rights in respect of such an issuance of preferred shares. Such terms could include, among others, preferences as to dividends and distributions on liquidation, or could be used to prevent possible corporate takeovers. We may issue some or all of such preferred shares in connection with our initial business combination that would affect the substance or timing of our redemption obligation if we do not consummate a business combination within the relevant time period. Notwithstanding the foregoing, our initial shareholders (and/or our Sponsor’s designees), and our directors and officers have agreed to not propose, or vote in favor of, an amendment to our Current Charter that would affect the substance or timing of our obligation to redeem all public shares if we cannot complete an initial business combination within 12 months (or 15 months or 18 months, as applicable) of the closing of the IPO, unless Alberton provides public shareholders an opportunity to redeem their public shares.

The Successor may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

The Successor Charter, once approved and adopted, authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the common stock.

We are dependent upon our executive officers and directors and their departure could adversely affect our ability to complete the Business Combination.

Our operations are dependent upon our executive officers and directors. We believe that our success in completing a Business Combination depends on the continued service of our executive officers and directors, at least until we have completed the Business Combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including assessing the potential Business Combination and monitoring the related due diligence. We do not currently have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could adversely impact our ability to complete the Business Combination.

Since our Sponsor, executive officers, and directors will lose their entire investment in us if the Business Combination is not completed, a conflict of interest may arise in determining whether SolarMax is appropriate for our initial business combination.

In August 2018, our initial shareholders purchased an aggregate of 2,871,998 Founder Shares for an aggregate purchase price of $19,550, or approximately $0.01 per share. The Founder Shares will be worthless if we do not consummate an initial business combination. In addition, our Sponsor and Chardan purchased an aggregate of 329,760 private units, each consisting of one Company Ordinary Share, one right, each to receive one-tenth of one Company Ordinary Share upon consummation of our initial business combination, and one warrant to purchase one-half of one Company Ordinary Share, for an aggregate purchase price of $3,297,600 that will also be worthless if we do not consummate our initial business combination. The personal and financial interests of our executive officers and directors may have influenced their motivation in identifying and selecting SolarMax for its target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.

Since our Sponsor, executive officers, and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may arise in determining whether SolarMax is appropriate for our initial business combination.

At the Closing, our Sponsor, executive officers, directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. These financial interests of our Sponsor, executive officers, and directors may have influenced their motivation in identifying and selecting SolarMax for the Business Combination.

We will be a holding company and will conduct all of our operations through our subsidiaries.

Upon consummation of the Business Combination, we will be a holding company and will derive all of our operating income from subsidiaries of SolarMax. Other than any cash we may retain, all of our assets will be held by our direct and indirect subsidiaries. We will rely on the earnings and cash flows of SolarMax, which will be paid to us by our subsidiaries, if and only to the extent available, in the form of dividends and other payments or distributions, to meet our debt service obligations. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends and other distributions to us), the terms of existing and future indebtedness and other agreements of our subsidiaries and the covenants of any future outstanding indebtedness we or our subsidiaries incur. The laws of China restrict SolarMax’ Chinese subsidiaries from paying dividends to SolarMax.

We are attempting to consummate the Business Combination with a private company about which little information is available.

In pursuing our acquisition strategy, we have entered into the Merger Agreement with a privately held company. By definition, very little public information exists about private companies, and we were required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in our initial business combination with a company that is not as profitable as we suspected, if at all.

If we are deemed to be insolvent, distributions, or part of them, may be delayed while the insolvency liquidator determines the extent of potential creditor claims. In these circumstances, prior payments made by Alberton may be deemed “voidable transactions.”

If we do not complete our initial business by April 26, 2021 (unless such date is accelerated, in the board’s discretion, or further extended with stockholder approval), this will trigger an automatic redemption of public shareholders from the trust account pursuant to our Current Charter.

If at any time, however, 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 us is returned wholly or partly unsatisfied; or (iii) either the value of our liabilities exceeds its assets, or we are unable to pay our debts as they fall due), we are required to immediately enter insolvent liquidation. In these circumstances, a liquidator will be appointed who will give notice to our creditors, inviting them to submit their claims for payments, 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 its principal place of business, and taking any other steps he considers appropriate, after which our assets would be distributed. Following the process of insolvent liquidation, the liquidator will complete its final report and accounts and will then notify the Registrar of Corporate Affairs in the British Virgin Islands. The liquidator may determine that he requires additional time to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors). In addition, 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 assets to our public shareholders. In such liquidation proceedings, the funds held in our trust account may 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 such claims deplete the trust account we cannot assure you we will be able to return to our public shareholders the amounts otherwise payable to them.

If we are deemed insolvent, then there are also limited circumstances where prior payments made to shareholders or other parties may be deemed a “voidable transaction” for the purposes of the Insolvency Act. A voidable transaction would be, for these purposes, payments made as “unfair preferences” or “transactions at an undervalue.” Where a payment was a risk of being a voidable transaction, a liquidator appointed over an insolvent company could apply to the British Virgin Islands Court for an order, inter alia, for the transaction to be set aside as a voidable transaction in whole or in part.

Our Initial Shareholders have waived their right to participate in any liquidation distribution with respect to the initial shares. We will pay the costs of our liquidation and distribution of the trust account from our remaining assets outside of the trust account and may request the trustee to release to us any net interest earned on the trust account to pay dissolution expenses. In addition, our Sponsor has agreed that he will be liable to us, for all claims of creditors to the extent that we fail to obtain executed waivers from such entities in order to protect the amounts held in trust, except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. However, we cannot assure you that the liquidator will not 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). We also cannot assure you that a creditor or shareholder will not 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 assets to our public shareholders.

We believe we have been considered a PFIC since our inception, which could result in adverse U.S. federal income tax consequences to U.S. taxpayers.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined below) of Alberton Shares, warrants, or rights, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. Specifically such U.S. Holder may be subject to tax at ordinary income rates on (i) any gain recognized on the sale or other disposition of its ordinary shares, rights, or warrants and (ii) any “excess distribution” (as defined in “The Business Combination Proposal—Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights” below) received by the U.S. Holder. In addition, such U.S. Holder may be subject to an interest charge on such gain or excess distribution. Consequently, our classification as a PFIC may result in adverse tax consequences for U.S. Holders. We believe that we have been considered a PFIC since our inception.

Our actual PFIC status for our 2020 taxable year, however, will not be determinable until after the end of such taxable year, which will occur upon the Redomestication.

Some elections may be available to mitigate the adverse PFIC tax consequences. However, we may not provide timely financial information that would be required for U.S. investors to make such potentially favorable qualified electing fund (“QEF”) election, and such election would be unavailable with respect to our warrants and possibly our rights. Any holder of warrants could therefore be required to recognize gain as ordinary income and subject to an interest charge. Further, because the shareholder’s holding period in the stock received upon the exercise of the warrants includes the holding period in the warrants, a QEF election made on the stock would not rid the stock of its PFIC taint absent the shareholder recognizing gain or including a deemed dividend amount in a purging election. For more information, see the discussion in “The Business Combination Proposal—Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.” We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

The Redomestication may result in adverse tax consequences for Alberton shareholders.

Upon the effectiveness of the Redomestication, Alberton will become a domestic corporation for federal income tax purposes as a result of the Redomestication. If you are a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences of the Redomestication” below) of Alberton ordinary shares, you may be subject to U.S. federal income tax as a result of the Redomestication unless you made a timely election on your filing with the IRS as described below.

Subject to the discussion below concerning PFICs, if you are a U.S. Holder who owns $50,000 or more of Alberton ordinary shares, but are not a 10% Shareholder at the time when Alberton becomes taxable as a domestic corporation, you must generally recognize gain (but not loss) with respect to such Company common stock after the Redomestication, even if you continue to hold your stock and have not received any cash as a result of the Redomestication. As an alternative to recognizing gain under Section 367 of the Code, however, such U.S. Holder may elect to include in income the “all earnings and profits amount,” as the term is defined in Treasury Regulation Section 1.367(b)-2(d), attributable to its ordinary shares in Alberton. The income so included pursuant to this election generally is treated as dividend income.

WE STRONGLY URGE EACH SUCH U.S. HOLDER TO READ CAREFULLY OUR DESCRIPTIONS OF THE ELECTION IN “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REDOMESTICATION,” AS WELL AS TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE ELECTIONS AND DOMESTICATION TO YOU.

If a U.S. Holder is a 10% Shareholder of Alberton, such U.S. Holder will be required to pay taxes on a deemed dividend equal to the “all earnings and profits amount” attributable to its ordinary shares in Alberton. Complex attribution rules apply in determining whether a U.S. holder owns 10% or more of the total combined voting power or value of all classes of our shares for U.S. federal tax purposes.

The Company believes that it has been considered a PFIC since its inception. If Alberton is considered a PFIC for U.S. federal income tax purposes, the proposed Treasury Regulations generally require U.S. Holders of Alberton ordinary shares to recognize gain on the deemed receipt of Company common stock in the Redomestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Alberton ordinary shares. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of Alberton. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) will be adopted.

For a more detailed description of the material U.S. federal income tax consequences associated with the Redomestication, please read “Material U.S. Federal Income Tax Consequences of the Redomestication” of this proxy.

SolarMax may have been, and may become, subject to income tax (or an increased amount of income tax) in one or more countries, including the United States, which could materially reduce the combined entity’s after-tax returns and the value of Alberton Shares.

All or a portion of the income of SolarMax’ foreign subsidiaries may be treated in the United States as effectively connected with a U.S. trade or business. Whether SolarMax’ foreign subsidiaries have been, or will be, subject to tax in the United States is not free from doubt in light of the applicable tax law and guidance regarding activities that constitute being engaged in a trade or business in the United States for U.S. federal income tax purposes. Accordingly, Alberton cannot assure you that the IRS will not contend, perhaps successfully, that a SolarMax’ foreign subsidiary is engaged in a trade or business in the United States or is subject to more U.S. income tax than it currently incurs. A foreign corporation deemed to be so engaged would be subject to U.S. federal income tax, as well as branch profits tax, on its income that is treated as effectively connected with the conduct of that trade or business unless the corporation is entitled to relief under an applicable tax treaty.

The combined company could become subject to income tax in one or more countries, including the United States, as a result of activities performed by it, adverse developments or changes in law, contrary conclusions by the relevant tax authorities or other causes. The imposition of any of these income taxes could materially reduce the combined company’s post-tax returns available for distributions on, and consequently the value of, Alberton Shares.

An investor may be subject to adverse U.S. federal income tax consequences in the event the Internal Revenue Service (“IRS”) were to disagree with the U.S. federal income tax consequences described herein.

We have not sought a ruling from the IRS as to any U.S. federal income tax consequences described herein. The IRS may disagree with the descriptions of U.S. federal income tax consequences contained herein, and its determination may be upheld by a court. Any such determination could subject an investor or our company to adverse U.S. federal income tax consequences that would be different than those described herein. Accordingly, each prospective investor is urged to consult a tax advisor with respect to the specific tax consequences of the acquisition, ownership and disposition of Alberton Shares, rights, and warrants, including the applicability and effect of state, local, or non-U.S. tax laws, as well as U.S. federal tax laws.

Currently, we are governed by British Virgin Islands law but upon effectiveness of the Redomestication, we will be governed by Nevada law, which has anti-takeover implications.

Upon effectiveness of the Redomestication, our organizational documents will change and we and our organizational documents will be governed by Nevada law rather than British Virgin Islands law. In addition, Chapter 78 of the Nevada Revised Statutes also contains provisions that may enable Alberton Board to discourage, delay or prevent a change in our ownership or in our management. The combinations with interested stockholders provisions of the Nevada Revised Statutes, subject to certain exceptions, restrict our ability to engage in any combination with an interested stockholder for three years after the date a stockholder becomes an interested stockholder, unless, prior to the stockholder becoming an interested stockholder, our board of directors gave approval for the combination or the acquisition of shares which caused the stockholder to become an interested stockholder. If the combination or acquisition was not so approved prior to the stockholder becoming an interested stockholder, the interested stockholder may effect a combination after the three-year period only if either the stockholder receives approval from a majority of the outstanding voting shares, excluding shares beneficially owned by the interested stockholder or its affiliates or associates, or the consideration to be paid by the interested stockholder exceeds certain thresholds set forth in the statute. For purposes of the foregoing provisions, “interested stockholder” means either a person, other than us or our subsidiaries, who directly or indirectly beneficially owns 10% or more of the voting power of our outstanding voting shares, or one of our affiliates or associates which at any time within three years immediately before the date in question directly or indirectly beneficially owned 10% or more of the voting power of our outstanding shares. The Successor Charter provides that certain of these provisions do not apply to Successor.

Successor’s articles of incorporation and bylaws and SolarMax’ employment agreements with its chief executive officer, as well as Nevada law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock.

Our articles of incorporation authorizes our board of directors to issue preferred stock without stockholder approval. If our board of directors issues preferred stock, such issuance could make it more difficult for a third party to acquire us. Our employment agreements with our two senior executive officers provide that, in the event of a termination of employment by David Hsu, following a change of control, we are to pay him, upon termination, a lump sum payment equal to two times the highest annual compensation for the three years preceding the date of termination, multiplied by the number of years he has been employed by us. The Merger does not constitute a change of control that results in such payments. His employment commenced in February 2008. In addition, some provisions of our articles of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including:

Provisions of Successor’s bylaws and Nevada law could deter a change of our management, which could discourage or delay offers to acquire us.

Certain provisions of Nevada law, the Restated Charter and of our bylaws could discourage or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interests or in our best interests. These provisions include:

Because Successor’s articles of incorporation and bylaws limit the court in which you may bring an action against us, you may have difficulty enforcing any rights which you may claim.

The Successor Charter and its by-laws bylaws provide that, to the extent permitted by law, any person who acquires equity in us shall be deemed to have notice and consented to the forum selection provision of our bylaws, which require actions to be brought only in state court in Clark County, Nevada, which may inhibit or deter stockholders’ actions (i) brought in the name of Successor or on its behalf; (ii) asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of Successor to Successor or the Successor’s stockholders; (iii) arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of the articles of incorporation or bylaws of Successor; (iv) to interpret, apply, enforce or determine the validity of any provision of Successor’s articles of incorporation or bylaws; or (v) asserting a claim governed by the internal affairs doctrine. This exclusive forum provision may limit our stockholders’ ability to obtain what they believe to be a favorable judicial forum for disputes with us and our officers and directors. This provision may not apply to claims brought under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to this provision. These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with the Successor or its directors, officers, or other employees, which may discourage lawsuits against the Successor and its directors, officers, and other employees. If a court were to find either exclusive-forum provision in the Successor’s bylaws to be inapplicable or unenforceable in an action, the Successor may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations.

Our Restated Articles provide that certain anti-takeover provisions of Nevada law do not apply to Successor.

Nevada law regulates business combinations with interested stockholders. Nevada law defines an interested stockholder as a beneficial owner (directly or indirectly) of 10% or more of the voting power of the outstanding shares of the corporation. Combinations with an interested stockholder remain prohibited for three years after the person became an interested stockholder unless (i) the transaction is approved by the board of directors or the holders of a majority of the outstanding shares not beneficially owned by the interested party, or (ii) the interested stockholder satisfies certain fair value requirements. Our Restated Articles provide that these provision do not apply.

Nevada law also regulates the acquisition of a controlling interest in an issuing corporation. An issuing corporation is defined as a Nevada corporation with 200 or more stockholders of record, of which at least 100 stockholders have addresses of record in Nevada and does business in Nevada directly or through an affiliated corporation. An acquiring person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders. Stockholders who vote against the voting rights have dissenters’ rights in the event that the stockholders approve voting rights. Our Restated Articles provide that these sections do not apply.

Because Alberton does not have a specified maximum redemption threshold, we may complete a business combination with which a substantial majority of Alberton’s shareholders do not agree.

The Successor’s certificate of incorporation (which will be in effect at the time of the Closing) does not provide a specified maximum redemption threshold, except that in no event can the repurchase in connection with the redemption result in Alberton having net tangible assets of less than $5,000,001 immediately prior to the Closing. As a result, Alberton may be able to consummate the Business Combination even if a substantial majority of the Public Shareholders do not agree with the transaction and have redeemed their shares or if we have entered into privately negotiated agreements for investors to sell their shares to the Sponsors, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for Redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to Alberton, Alberton will not consummate the Business Combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof and Alberton will be required to liquidate.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.

We can give no assurance as to the price at which a shareholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase or decrease in the price of the common stock of Successor, and may result in a value which may be higher or lower than the amount that a shareholder of Alberton might realize in the future had the shareholder not elected to redeem such shareholder’s shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any business combination, and there can be no assurance that a shareholder can sell its shares in the future for an amount which is equal to or greater amount than the redemption price set forth in this proxy statement. A shareholder should carefully read all of the Risk Factors and consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Any of our shareholders who fail to comply with the redemption requirements specified in this proxy statement will not be entitled to redeem their ordinary shares for a pro rata portion of the funds held in our trust account.

Holders of public shares are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent at least two business days prior to the Alberton Special Meeting. Shareholders electing to redeem their shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated the Closing Date. See the section entitled “Special Meeting in Lieu of Annual Meeting of Alberton Shareholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you are a non-U.S. Holder, you may be subject to U.S. withholding tax on the redemption.

Alberton shareholders who exercise their redemption rights to receive cash from the trust account in exchange for their Alberton Shares generally will be required to treat the transaction as a sale of such shares. The redemption, however, may be treated as a distribution if it does not effect a meaningful reduction in the redeeming shareholder’s percentage ownership in Alberton. It is important to note that the Section 318 of the Code attribution or constructive ownership of stock rules apply when testing redemption treatment under Section 302(b). If there is attribution sufficient to cause the redemption to be treated instead under the Section 301 distribution rules which breaks non-liquidating corporate distributions into a dividend (to the extent of our current and accumulated earnings and profits), a non-taxable return of capital, and any remaining portion treated as a gain from the sale of Alberton Shares. If you are a non-U.S. Holder, you may be subject to withholding tax on any part of the redemption treated as a dividend, which may include the full amount of the redemption

As of ~~December 29, 2020,~~February 5, 2021, the balance in the trust account was $15,375,376. At September 30, 2020, SolarMax had a deficiency in stockholders’ equity of approximately $7.9 million, and SolarMax anticipates that the deficiency in stockholders’ equity will increase at December 31, 2020. SolarMax has notes payable to CEF and CEF II, two related party limited partnerships, in the total amount of ~~$34.5~~$32.0 million. These notes were issued by CEF and CEF II from investments made by investors who are limited partners in CEF and CEF II seeking to obtain permanent resident status under the federal government’s EB-5 program. The notes had an initial term of four years and are extended as necessary until the limited partner who made the investment in the partnership has complied with the requirements for permanent resident status. Limited partners whose capital contributions totaled ~~$13.0~~$11.0 million can presently request payment of their capital contribution to the limited partnerships. With respect to the remaining ~~$21.5~~$21.0 million, SolarMax cannot predict when or whether the remaining partners will receive permanent resident status. Although we intend to offer the limited partners convertible note in respect of their capital contribution similar to those issued by SolarMax, we cannot determine whether the limited partners will accept convertible note.

In addition to the notes relating to the EB-5 program, SolarMax requires substantial cash for its operations and to pay its short-term debt, and obligations due to related parties. In addition to short-term loans of approximately ~~$3.2~~$2.0 million, SolarMax owes its chief executive officers and its former executive vice president and one other former employee approximately $1.3 million in connection with SolarMax’ repurchase of their stock, and, at ~~November 30, 2020,~~February 5, 2021, SolarMax owed its chief executive officer and former executive vice president a total of approximately ~~$1.64~~$1.7 million for deferred salary and bonus due pursuant to their employment agreements, all of which are due following completion of the Merger.

Based on a Redemption Price of $10.77 at November 30, 2020, the present Alberton shareholders would incur substantial dilution, and, assuming no redemption of the public shares, the Alberton shareholders, in the aggregate would own 17.14% of the outstanding stock, giving effect to the issuance of 1,147,904 shares on the conversion of the rights.

As of the ~~December 29, 2020,~~date hereof, we do not have in place any commitments for a private placement or a back-stop financing. We plan to seek to negotiate both a back stop financing and a private placement. We believe that we will require a financing to enable us to meet the Nasdaq standards for listing and to provide us with sufficient cash to fund our operations following the closing, If we do not raise adequate financing and we do not meet Nasdaq’s listing requirement, we will not be able to consummate the Merger.

To the extent that we are able to negotiate a back-stop financing, the Alberton shareholders will not suffer dilution, since the investors would purchasing public stock from shareholders who would otherwise have had their public shares redeemed. Any private placement, whether of shares of common stock or a series of preferred stock would dilute the equity interest of Alberton shareholders. Since Alberton has not negotiated any terms for either a back-stop financing or a private placement, Alberton cannot predict the extent of the dilution. Once terms are negotiated, the terms of the financing will be disclosed in an 8-K filing and the effects on the financing will be disclosed in an amendment to this proxy statement/prospectus.

We are furnishing this proxy statement to our shareholders as part of the solicitation of proxies by our board of directors for use at the Alberton Special Meeting of shareholders to be held on [●] at [●], and at any adjournment or postponement thereof. This proxy statement is first being furnished to our shareholders on or about [●]. This proxy statement provides you with information you need to know to be able to vote or instruct your vote to be cast at the Alberton Special Meeting.

The Meeting will be held on [date] at [time] at [location], or such other date, time, and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

You will be entitled to vote or direct votes to be cast at the Alberton Special Meeting if you owned ordinary shares at the close of business on [●], the Record Date for the Alberton Special Meeting. You are entitled to one vote for each share of our ordinary shares that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank, or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 4,615,238Alberton ordinary shares outstanding, of which 1,413,480 are public shares, 2,871,998 are Founder Shares held by our Initial Shareholders, and 329,760 are ordinary shares sold as part of units in a private placement consummated simultaneously with our IPO.

In connection with our IPO, we entered into a letter agreement with each of the Initial Shareholders pursuant to which the Initial Shareholders agreed to vote any Alberton ordinary shares owned by them in favor of the Business Combination Proposal. This letter agreement also applies to our Sponsor as it relates to its 329,760 Private Shares and the requirement to vote its Private Shares in favor of the Business Combination Proposal. Our Sponsor’s investment and voting decisions are determined by Ms. Guan Wang, the sole shareholder of our Sponsor. In addition, our initial shareholders hold 2,871,998 Founder Shares. Collectively, Alberton Initial Shareholders, representing 69.37% of the voting rights of Alberton immediately prior to the Business Combination.

In connection with the execution of the Merger Agreement, Alberton delivered to SolarMax, Sponsor Voting Agreements signed by the Sponsor and one insider shareholder, collectively holding 2,617,278 Alberton Founder Shares and Private Shares, representing 56.71% of the voting rights of Alberton immediately prior to the Business Combination. Under the Sponsor Voting Agreements, the sponsor and the insider shareholder 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. The Sponsor Voting Agreements prevent transfers of the Alberton ordinary shares held by the sponsor party thereto between the date of the Voting Agreement and the date of the Alberton Special Meeting, except for certain permitted transfers.

A quorum of our shareholders is necessary to hold a valid meeting. A quorum will be present at the Alberton Special Meeting if a majority of the ordinary shares outstanding and entitled to vote at the Alberton Special Meeting are represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for the purpose of determining the existence of a quorum.

Approval of any of the Business Combination Proposal, the Redomestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by SolarMax), the Incentive Plan Proposal, the Nasdaq Proposal, and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy at the Special Meeting. Accordingly, an Alberton shareholder’s failure to vote by proxy or to vote in person at the Alberton Special Meeting or the failure of a Alberton shareholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee (a “broker non-vote”) will not be counted in determining whether a quorum is present at the Special Meeting. If a quorum is established, the failure of a shareholder to give voting instructions will have no effect on the outcome of any vote on the Business Combination Proposal, the Redomestication Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Nasdaq Proposal or the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of any vote on the proposals.

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Redomestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by SolarMax), the Incentive Plan Proposal, and the Nasdaq Proposal are approved at the Alberton Special Meeting. In addition, (i) the Alberton Business Combination is conditioned on the approval of the Redomestication Proposal, (ii) the Successor Charter Proposal and the Share Issuance Proposal is conditioned on the approval of the Redomestication Proposal, and (iii) each of the Redomestication Proposal, the Successor Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Director Election Proposal is conditioned on the approval of the Alberton Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement.

It is important for you to note that in the event that the Business Combination Proposal, the Redomestication Proposal, the Charter Amendment Proposal, the Director Election Proposal (unless waived by SolarMax), the Incentive Plan Proposal, and the Nasdaq Proposal do not receive the requisite vote for approval, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business April 26, 2021, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders.

Our board of directors believes that each of the Business Combination Proposal, the Redomestication Proposal, the Charter Amendment Proposal, the Director Election Proposal, the Nasdaq Proposal, and the Adjournment Proposal to be presented at the Alberton Special Meeting is in the best interests of Alberton and our shareholders and unanimously recommends that its shareholders vote “FOR” each of these proposals.

Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to our shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instructions. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.”

Abstentions will be counted in connection with the determination of whether a quorum is established and broker non-votes will not be counted for purposes of establishing a quorum. Assuming a quorum is otherwise validly established, broker non-votes and abstentions will have no effect on the proposals to be considered at the Alberton Special Meeting.

Each share of our ordinary shares that you own in your name entitles you to one vote on each of the proposals for the Alberton Special Meeting. Your one or more proxy cards show the number of ordinary shares that you own.

If you give a proxy, you may revoke it at any time before the Alberton Special Meeting or at such meeting by doing any one of the following:

The Meeting has been called only to consider the approval of the Redomestication Proposal, the Alberton Business Combination Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, the Director Election Proposal, and, if presented, the Adjournment Proposal. Under our Memorandum and Articles of Association, other than procedural matters incident to the conduct of the Alberton Special Meeting, no other matters may be considered at the Alberton Special Meeting if they are not included in this proxy statement, which serves as the notice of the Alberton Special Meeting.

If you have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Karen Smith, Alberton’s proxy solicitor, by telephone at (877) 870-8565, by email at ksmith@advantageproxy.com, or in writing to c/o Alberton Acquisition Corp., Guan Wang.

Pursuant to our Current Charter and Interim Charter immediately following Redomestication, any holders of our public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the trust account, less taxes payable, calculated as of two business days prior to the Closing. If redemption demand is properly and timely made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the trust account which holds the proceeds of our IPO (calculated as of two business days prior to the Closing, less taxes payable or amounts released to us for working capital). For illustrative purposes, based on funds in the trust account of approximately $[●] on the Record Date, the estimated per share redemption price would have been approximately $[●] per share.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed above.

Each redemption of Alberton ordinary shares by our public shareholders will decrease the amount in our trust account, which held $[●] of marketable securities as the Record and the estimated redemption price was $[●] per share.

Prior to exercising redemption rights, shareholders should verify the market price of our ordinary shares, as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our ordinary shares when you wish to sell your shares.

If you exercise your redemption rights, your ordinary shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of Alberton, if any other than shares received as a result of automatic conversion of rights at the Closing and the shares to be received upon the exercise of warrants. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved and we do not consummate an initial business by April 26, 2021, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public shareholders and our warrants and rights will expire worthless.

Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.

If a broker, dealer, commercial bank, trust company, or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be separated and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Appraisal rights are not available to Alberton holders of ordinary shares in connection with the Business Combination.

The Business Combination will be accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America. Under this method of accounting, Alberton will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on SolarMax comprising the ongoing operations of the combined company, SolarMax’ senior management comprising the senior management of the combined company, and SolarMax stockholders having a majority of the voting power of the combined company. For accounting purposes, SolarMax will be deemed the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of SolarMax (i.e., a capital transaction involving the issuance of stock by Alberton for the stock of SolarMax). Accordingly, the consolidated assets, liabilities, and results of operations of SolarMax will become the historical financial statements of the combined company, and Alberton’s assets, liabilities, and results of operations will be consolidated with SolarMax beginning on the acquisition date, and the shares of Successor common stock issued to the SolarMax stockholders will be treated as the issued and outstanding shares for fiscal periods prior to the effective time of the Merger and the Successor shares that are outstanding at the effective time, other than shares that are redeemed, will be deemed to have been issued at the effective time of the Merger.

Pursuant to the terms and conditions of the Merger Agreement, Alberton, a British Virgin Islands business company, will continue out of the British Virgin Islands and re-domicile as a Nevada corporation and will no longer be considered a company incorporated in the British Virgin Islands. Alberton was formed in February 2018 for the purposes of effectuating the Business Combination. The ability to redomicile Alberton out of the British Virgin Islands to another jurisdiction is expressly provided for in our Current Charter (subject to obtaining the requisite approval).

The Alberton Board believes that it would be in the best interests of the shareholders of Alberton to effect the Redomestication in order to align the legal structure of Alberton with the nature of Alberton’s business going forward. The Redomestication will be contingent upon the approval of the Business Combination by the Alberton shareholders and the Merger Agreement being in full force and effect prior to the Redomestication. Because the Successor will continue to operate as a corporation organized in the United States, it was the view of the Alberton Board that Alberton should also be structured as a corporation organized in the United States. In addition, the Alberton Board believes that the Redomestication will provide a greater measure of flexibility and simplicity in corporate transactions and will reduce the costs of doing business. Further, the Redomestication of Alberton to a United States corporation was a condition for SolarMax’ board of directors to approve the merger in order that the Merger be treated as a “tax free reorganization” under the Code and avoid the tax treatment that SolarMax’ United States stockholders would suffer if the transaction were not treated as a “tax free” reorganization.

In connection with the Redomestication, we will adopt the Interim Charter which will replace or remove certain provisions of our Current Charter which are no longer valid or otherwise applicable as a result of the Redomestication (but without substantively changing such ongoing rights) and file the same with the Secretary of State of the State of Nevada. The following table sets forth a summary of the principal changes proposed to be made between our Current Charter and the Interim. This summary is qualified by reference to the complete text of the Interim Charter, a copy of which is attached to this proxy statement as Annex B. All shareholders are encouraged to read the Interim Charter in its entirety for a more complete description of its terms.

You should note that also that not only will the Interim Charter preserve the existing rights of the Alberton ordinary shares unchanged, but also that the existing provisions of the Current Charter (including those regulations which cannot be amended prior to the consummation of a Business Combination or made subject to certain restrictions on amendment) will be replicated or substantively replicated in the Interim Charter.

The following is a discussion of the material U.S. federal income tax consequences for holders of Alberton ordinary shares if the Redomestication is completed. This summary is based upon the Code, the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the IRS, and judicial decisions, all as currently in effect as of the date hereof and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary. This summary does not discuss the impact that U.S. state and local taxes and taxes imposed by non-U.S. jurisdictions could have on the matters discussed in this summary. This summary does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular shareholder in light of its investment or tax circumstances or to shareholders subject to special tax rules, such as:

If any partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds Alberton ordinary shares, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partner and the partnership. If you are a partner of a partnership holding Alberton ordinary shares, you should consult your tax advisor. This summary assumes that shareholders hold Alberton ordinary shares as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment and not as a dealer or for sale to customers in the ordinary course of the shareholder’s trade or business.

WE URGE HOLDERS OF ALBERTON ORDINARY SHARES TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

This section is addressed to U.S. holders of Alberton ordinary shares. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that is, for U.S. federal income tax purposes:

Under Section 368(a)(1)(F) of the Code, a reorganization (an “F Reorganization”) is a “mere change in identity, form, or place of organization of one corporation, however effected.” To qualify as an F reorganization, a transaction must satisfy certain requirements. More specifically, it must involve only one corporation, there must be no change in the shareholders of the corporation, there must be no change in the assets of a corporation, and certain other conditions must be met. Based upon the foregoing, the requirements for an F reorganization will be satisfied, and the Redomestication will constitute an F reorganization. Therefore, certain U.S. Holders will not recognize taxable gain or loss as a result of the Redomestication for U.S. federal income tax purposes, except as explained in the discussion related to Section 367 of the Code and the PFIC rules below.

It is in the opinion of Hunter Taubman Fischer & Li LLC (“HTFL”), the counsel of Alberton, the Redomestication will qualify as an F Reorganization. This opinion is based on customary assumptions and representations, warranties as set forth in HTFL’s opinion letter, which is filed as Exhibit 8.1 to the registration statement on Form S-4 of which this proxy statement/prospectus is a part. If any of the assumptions, representations, warranties or covenants is incorrect, incomplete, or inaccurate or is violated, the validity of the opinion described above may be affected and the tax consequences of the Merger could differ substantially from those described in this joint proxy statement/prospectus. There can be no assurances that such opinion will be accepted by the IRS or, if challenged, by a court. No ruling has been sought from the IRS with respect to the tax consequences of the Redomestication of Alberton from the British Virgin Islands to Nevada and be treated as a domestic corporation for U.S. federal income tax purposes. Subject to the PFIC discussion below, the tax basis of a Company common stock, warrants, or rights received by a U.S. Holder in the Redomestication will equal the U.S. Holder’s tax basis in the Alberton ordinary share, warrants, or rights surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code. The holding period for the Alberton common stock, warrants or rights received by a U.S. Holder in the Redomestication will include such holder’s holding period for the Alberton ordinary share surrendered in exchange therefor.

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in an F Reorganization. When it applies, Section 367 imposes income tax on certain U.S. persons in connection with transactions that would otherwise be tax-free. Section 367(b) would apply to the Redomestication.

A U.S. Holder who on the day of the Redomestication beneficially owns (directly, indirectly, or constructively, taking into account a U.S. holder’s ownership of our warrants or rights) 10% or more of the total combined voting power or value of all classes of Alberton shares entitled to vote (a “10% Shareholder”) must include in income as a dividend the “all earnings and profits amount” attributable to Alberton common stock it directly owns, within the meaning of Treasury Regulation Section 1.367(b)-2(d). Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power of all classes of the shares entitled to vote for U.S. federal income tax purposes.

The amount of “all earnings and profits amount” of a 10% Shareholder with respect to its Alberton ordinary shares is the net positive earnings and profits of the corporation (as determined under Treasury Regulation Section 1.367(b)-2(d)(2)) attributable to the shares (as determined under Treasury Regulation Section 1.367(b)-2(d)(3)) but without regard to any gain that would be realized on a sale or exchange of such shares. Treasury Regulation Section 1.367(b)-2(d)(3) provides that the all earnings and profits amount attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury regulations thereunder provide that the amount of earnings and profits attributable to a block of stock in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

Accordingly, under Treasury Regulation Section 1.367(b)-3(b)(3), a 10% Shareholder will be required to include in income as a deemed dividend the all earnings and profits amount (as defined in Treasury Regulation Section 1.367(b)-2(d)) with respect to its Company common stock. If Alberton’s cumulative earnings and profits through the date of the Redomestication are not greater than zero, then a U.S. Shareholder will not be required to include in gross income an all earnings and profits amount with respect to its Alberton ordinary shares. However, it is possible that the amount of Alberton’s earnings and profits could be greater than expected through the date of the Redomestication or could be adjusted as a result of an IRS examination. The determination of Alberton’s earnings and profits is a complex determination and may be impacted by numerous factors, including the change of its functional currency in connection with the Redomestication. Therefore, it is possible that one or more of these factors may cause Alberton to have positive earnings and profits through the date of the Redomestication. As a result, depending upon the period in which such a U.S. Shareholder held its Alberton ordinary shares, such U.S. Shareholder could be required to include its earnings and profits amount in income as a deemed dividend under Treasury Regulation Section 1.367(b)-3(b)(3) as a result of the Redomestication.

A U.S. Holder who on the date of the Redomestication beneficially owns (directly, indirectly, or constructively) Alberton ordinary shares with a fair market value of $50,000 or more but who is not a 10% Shareholder may elect to recognize gain with respect to the deemed receipt of Alberton ordinary shares in the Redomestication or, in the alternative, recognize the “all earnings and profits” amount as described below.

Unless a U.S. Holder makes the “all earnings and profits” election as described below, such holder generally must recognize gain (but not loss) with respect to the deemed receipt of Alberton common stock in the Redomestication. Any such gain will be equal to the excess of the fair market value of Alberton common shares received over the U.S. Holder’s adjusted basis in the Alberton ordinary shares deemed to be surrendered in exchange therefor. Such gain will be capital gain, and will be long-term capital gain if the holder held the Alberton ordinary shares for longer than one year. Long-term capital gains of non-corporate taxpayers are subject to a maximum U.S. federal income tax rate of 20% (plus any tax on net investment income).

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the all earnings and profits amount attributable to its Alberton ordinary shares under Section 367(b). There are, however, strict conditions for making this election. This election must comply with applicable Treasury regulations and generally must include, among other things: (i) a statement that the transaction is a Section 367(b) exchange (within the meaning of the applicable Treasury Regluations); (ii) a complete description of the transaction, (iii) a description of any stock, securities, or other consideration transferred or received in the transaction, (iv) a statement describing the amounts required to be taken into account for U.S. federal income tax purposes, (v) a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from Alberton establishing and substantiating the U.S. Holder’s all earnings and profits amount with respect to the U.S. Holder’s Alberton ordinary shares, and (B) a representation that the U.S. Holder has notified Alberton (or the combined company) that the U.S. Holder is making the election, and (vi) certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury regulations thereunder. In addition, the election must be attached by the U.S. Holder to its timely filed U.S. federal income tax return for the year of the Redomestication and the U.S. Holder must send notice to Alberton of the election no later than the date such tax return is filed.

If Alberton’s cumulative earnings and profits are not greater than zero through the date of the Redomestication, U.S. Holders who make this election will generally not have an income inclusion under Section 367(b) provided the U.S. Holder properly executes the election and complies with the applicable notice requirements. If it were determined that Alberton had positive earnings and profits through the date of the Redomestication, a U.S. Holder that makes the election described herein could have an all earnings and profits amount with respect to its Alberton ordinary shares, warrants or rights, and thus could be required to include that amount in income as a deemed dividend as a result of the Redomestication.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING WHEN AND WHETHER TO MAKE THIS ELECTION AND, IF THE ELECTION IS DETERMINED TO BE ADVISABLE, THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO THIS ELECTION.

C. U.S. Holders that Own Alberton Ordinary Shares with a Fair Market Value Less Than $50,000

Subject to the discussion below under “PFIC Considerations,” a U.S. Holder who on the date of the Redomestication owns (or is considered to own) ordinary shares of Alberton with a fair market value less than $50,000 and is not a 10% Shareholder will not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Redomestication, and generally will not be required to include any part of the all earnings and profits amount in income (the “de minimis exception”).

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TIMING OF THE APPLICABILITY AND THE CONSEQUENCES OF SECTION 367(b) IN THE CASE OF THE REDOMESTICATION.

In addition to the discussion above regarding Section 367(b) of the Code, the Redomestication could be a taxable event to U.S. Holders under the PFIC provisions of the Code (Section 1291(f)) if Alberton is or ever was a PFIC under Section 1297 of the Code.

In general, Alberton will be a PFIC with respect to a U.S. Holder if, for any taxable year in which such U.S. Holder held Alberton ordinary shares, (a) at least 75% or more of Alberton’s gross income for the taxable year was passive income or (b) at least 50% or more of the value, determined on the basis of a quarterly average, of Alberton’s assets is attributable to assets that produce or are held to produce passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents and royalties that are derived in the active conduct of a trade or business), and gains from the disposition of passive assets.

Alberton believes that it has been considered a PFIC since its inception. The determination of whether a foreign corporation is a PFIC is primarily factual and there is little administrative or judicial authority on which to rely to make a determination.

Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of stock of a PFIC recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f). However, proposed Treasury Regulations under Section 1291(f) have been promulgated and may be applied with a retroactive effective date. If finalized in their current form, those regulations would generally require taxable gain recognition to U.S. Holders of Alberton ordinary shares, warrants or rights in the Redomestication if the Corporation were classified as a PFIC at any time during such U.S. Holder’s holding period in such shares, warrants or rights and the U.S. Holder had not made a QEF election under Section 1295 of the Code for the first taxable year in which the U.S. Holder owned Alberton ordinary shares or in which Alberton was a PFIC, whichever is later. The tax on any such recognized gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of Alberton. Under these rules:

Although some elections may be able to mitigate the adverse PFIC tax consequences upon a disposition of shares, such as a QEF election, no such elections are available for warrants or rights. Any holder of warrants or rights could therefore be required to recognize gain as ordinary income and subject to an interest charge. Further, because the shareholder’s holding period in the stock received upon the exercise of the warrants or rights includes the holding period in the warrants or rights, a QEF election made on the stock would not rid the stock of its PFIC taint absent the shareholder recognizing gain or including a deemed dividend amount in a purging election.

This section is addressed to non-U.S. holders of Alberton ordinary shares, warrants or rights. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than any entity or arrangement classified as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.

As discussed under the section entitled “Risk Factors” above, the combined company does not anticipate to pay any dividends. In the event that Alberton or the combined company does make a distribution of cash or property with respect to Alberton ordinary shares or Company common stock, respectively, any such distribution will be treated as a dividend for U.S. federal income tax purposes to the extent paid from Alberton’s or the combined company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Dividends paid to a non-U.S. Holder generally will be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, a non-U.S. holder generally will be required to provide to Alberton or the combined company an IRS Form W-8BEN (or other applicable documentation) certifying its entitlement to benefits under the treaty.

The withholding tax does not apply to dividends paid to a non-U.S. Holder that provides an IRS Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to U.S. tax on a net income basis at the regular graduated rates and in the manner applicable to U.S. persons (subject to an applicable income tax treaty providing otherwise). A foreign corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate). If a non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty, the non-U.S. Holder may obtain a refund of any amounts withheld in excess of that rate by timely filing a refund claim with the IRS.

If the amount of a distribution paid by Alberton or the combined company on a Alberton ordinary share, warrants or rights or a share of Company common stock, a warrant, or right to a non-U.S. Holder exceeds Alberton or the combined company’s current and accumulated earnings and profits, as the case may be, such excess will be treated first as a tax-free return of capital to the extent of the non-U.S. Holder’s adjusted tax basis in such share, warrants or right, and thereafter as capital gain from a sale or other disposition of such share that is taxed as described below.

A non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized on a sale or other disposition of an Alberton ordinary share or a Company common share unless:

Alberton has not been and is not, and Alberton does not anticipate becoming, a U.S. real property holding corporation for U.S. federal income tax purposes. However, the determination of whether a corporation is a U.S. real property holding corporation is primarily factual and there can be no assurance whether such facts will not change or whether the IRS or a court will agree with our determination. If Alberton is classified as a U.S. real property holding corporation for U.S. federal income tax purposes, then gain recognized by a non-U.S. Holder on the sale, exchange, or other disposition of Company common shares will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of such stock from a non-U.S. Holder may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such disposition pursuant to the Foreign Investment in Real Property Tax Act (FIRPTA).

Information returns will be filed with the IRS in connection with payments of dividends on and the proceeds from a sale or other disposition of Alberton ordinary shares or Alberton common stock. A non-U.S. Holder may have to comply with certification procedures to establish that it is not a U.S. person or otherwise establish an exemption in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty will satisfy the certification requirements necessary to avoid the backup withholding as well. The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such non-U.S. Holder’s U.S. federal income tax liability and may entitle such non-U.S. Holder to a refund, provided that the required information is furnished to the IRS in a timely manner.

Under U.S. federal income tax and U.S. Treasury Regulations, certain categories of U.S. holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. U.S. Holders are urged to consult with their own tax advisors concerning such reporting requirements.

Foreign Account Tax Compliance Act (Withholding on Payments to Foreign Financial Institutions and Foreign Non-financial Institutions)

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of, and, after December 31, 2018, gross proceeds from the sale or other disposition of, securities (including Alberton ordinary shares) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which Alberton ordinary shares are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and, after December 31, 2018, gross proceeds from the sale or other disposition of, Alberton ordinary shares held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury. All holders of Alberton ordinary shares should consult their tax advisors regarding the possible implications of FATCA on their investment in Alberton ordinary shares.

SHAREHOLDERS ARE STRONLY URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE DESCRIBED TRANSACTIONS IN THEIR PARTICULAR CIRCUMSTANCES.

A U.S. Holder who on the day of the Redomestication beneficially owns (directly, indirectly, or constructively) 10% or more of the total combined voting power or value of all classes of Alberton shares entitled to vote (a “10% Shareholder”) must include in income as a dividend the “all earnings and profits amount” attributable to Alberton

The Redomestication Proposal (as it is in conjunction with the Closing) requires the affirmative vote of a majority of the votes cast by shareholders present in person or by proxy at the Alberton Special Meeting, assuming that a quorum is present. Broker “non-votes” and abstentions will have no effect with respect to the approval of this proposal.

The Redomestication Proposal is conditioned upon the approval of the Business Combination Proposal and completion of the Business Combination. Additionally, if the Redomestication Proposal is not approved, unless waived by SolarMax, and Alberton does not expect SolarMax to waive this condition, the Business Combination Proposal will have no effect (even if approved by the requisite vote of our shareholders at the Alberton Special Meeting or any adjournment or postponement thereof) and the Business Combination will not occur.

ALBERTON BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE REDOMESTICATION PROPOSAL.

We are asking our shareholders to approve and adopt the Merger Agreement and the other transactions contemplated thereby in the Business Combination. Our shareholders should read carefully this proxy statement in its entirety as well as the Merger Agreement for more detailed information concerning the Merger Agreement and the Business Combination. Please see the subsections below for additional information and a summary of the material provisions of the Merger Agreement, which is qualified in its entirety by reference to the complete text of the Merger Agreement and one amendment, which are is attached as Annex A and Annex A-1, respectively, to this proxy statement.

Because we are holding a shareholder vote on the Business Combination, our Current Charter provides that we may consummate the Business Combination only if it is approved by the affirmative vote of a majority of the outstanding Alberton Shares.

The subsections that follow this subsection describe the material provisions of the Merger Agreement, but do not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is incorporated herein by reference. Shareholders and other interested parties are urged to read the Merger Agreement, carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the Business Combination.

The Merger Agreement contains representations, warranties, and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties, and covenants in the Merger Agreement are also modified in important parts by the disclosure letters and annexes attached thereto which are not filed publicly and which may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that differ from what may be viewed as material to investors. The representations and warranties in the Merger Agreement and the items listed in the disclosure schedules were used for the purpose of allocating risks among the parties rather than establishing matters as facts. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read in conjunction with the information provided elsewhere in this proxy statement. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.

On October 27, 2020, Alberton entered into an Agreement and Plan of Merger (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 equitably adjusted based on the conversion 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, Alberton will change its name to “SolarMax Technology Holdings, Inc.” 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. This provision is to be amended in the Interim Charter to require that the net tangible asset test be met “prior to or upon” consummation of the business combination.

As consideration for the Merger, SolarMax stockholders as of immediately prior to the Effective Time (but excluding holders of SolarMax options) collectively will receive from Alberton, the Stockholder Merger Consideration, consisting of, in the aggregate, a number of Alberton common stock equal to: (i) $300,000,000, divided by (ii) the Redemption Price (defined below). The holders of SolarMax options shall receive Assumed Options to purchase the number of shares of Alberton Common Stock as described above in accordance with the terms and conditions set forth in the Merger Agreement. For the purpose of the Merger Agreement, Redemption Price means a price per share equal to the price at which each share of Alberton common stock is redeemed pursuant to the redemption by Alberton of its public stockholders in connection with Alberton’s initial business combination, as required by its amended and restated Articles of Incorporation immediately prior to the Effective Time (the “Redemption”).

The following is a calculation detailing the per share Stockholder Merger Consideration as of November 30, 2020, to be received by holders of SolarMax common stock in such a scenario is provided in the table below, which his based on a Redemption Price of $10.77. The actual Exchange Ratio and the number of shares of Successor Common Stock will be based the Redemption Price based on the value of the Trust Account at the time of Closing.

As of the date of this proxy statement/prospectus, SolarMax had outstanding options to purchase 10,826,189 shares of common stock at an average exercise price of $2.95, of which options to purchase 336,000 have an exercise price of $2.08 and 10,490,189 have an exercise price of $2.98. Pursuant to the Merger Agreement, the number of shares of Successor Common Stock would issuable upon exercise of the options would be determined by multiplying the number of shares subject to the SolarMax option by the Exchange Ratio and dividing the exercise price by the Exchange Ratio. Based on the Redemption Price of $10.77 as of November 30, 2020, these options would become options to purchase a total 4,481,658 shares of Successor Common Stock at an average exercise price of $7.13 with options to purchase 139,091 shares having an exercise price of $5.03 and options to purchase 4,342,567 shares having an exercise price of $7.20.

SolarMax has outstanding as of the date of this proxy statement/prospectus, convertible notes in the principal amount of ~~$20.4~~$18.1 million at a conversion price equal to 80% of SolarMax’ proposed initial public offering price. These notes will become convertible at 80% of the price at which the Alberton Shares are issued to the SolarMax stockholders, which is the Redemption Price of $10.77 at November 30, 2020, resulting in a conversion price of $8.616.

The Merger Agreement contains customary representations and warranties by each of Alberton, SolarMax and Merger Sub. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material Adverse Effect” as used in the Merger Agreement means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement. The representations and warranties made by the parties do not survive the Closing and there are no indemnification rights for another party’s breach.

On October 26, 2020, upon shareholders’ approval, Alberton extended the deadline for it to consummate its initial business combination to a date no earlier than April 26, 2021, or such an earlier date may be determined by the board of Alberton (the “Extension”). Pursuant to the Merger Agreement, SolarMax agreed to make multiple loans in the amount of $60,000 per month up to six months for cash contribution in connection with the Extension (including loans of two months’ cash contributions totaling $120,000, previously provided) and the sponsor, officers, directors, affiliates of Alberton or their designees shall make such additional loans as shall be necessary for the costs and expenses of the Extension or any contribution exceeding the portion of loans provided by SolarMax. Pursuant to an amendment to the Merger Agreement dated November 10, 2020, the monthly extension payment was increased to $70,674 for payments made on or after November 10, 2020. As of the date of this proxy statement/prospectus, SolarMax has made total payments of $261,348, and its maximum payments were increased to $402,686. The amendment also provides that, to the extent that the payments made by SolarMax exceed the amount of the $60,000 monthly payments to be made by SolarMax pursuant to 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.

The Merger Agreement and the consummation of the transactions contemplated thereby requires the approval of both Alberton’s shareholders and SolarMax’ stockholders. Alberton agreed, as promptly as practicable after the date of the Merger Agreement, to prepare, with the reasonable assistance of SolarMax, and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the issuance shares of Stockholder Merger Consideration to the SolarMax stockholders, and containing a joint proxy statement/prospectus for the purpose of (i) Alberton soliciting proxies from the shareholders of Alberton to approve the Merger Agreement, the transactions contemplated thereby and related matters (the “Alberton Shareholder Approval”) at a special meeting of Alberton’s shareholders (the “Alberton Special Meeting”) and providing such stockholders an opportunity of Redemption, and (ii) SolarMax soliciting proxies from the stockholders of SolarMax to approve the Merger Agreement, the transactions contemplated thereby and related matters (the “SolarMax Stockholder Approval”) at a special meeting of SolarMax’ stockholders (the “SolarMax Special Meeting”).

SolarMax’ officers, directors and 5% stockholders who beneficially own approximately 41.6% of the voting common stock of SolarMax, executed Voting Agreements in favor of the Merger Agreement and transaction contemplated thereby. Sponsor of Alberton together with one major insider shareholder, constituting approximately 56.7% of the issued and outstanding capital of Alberton, executed Voting Agreement in favor of the Merger Agreement and transaction contemplated thereby.

The obligations of the parties to consummate the Merger is subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Merger Agreement and the transactions contemplated thereby and related matters by the requisite vote of Alberton’s shareholders and SolarMax’ stockholders; (ii) receipt of requisite regulatory approvals; (iii) no law or order preventing or prohibiting the Merger or the other transactions contemplated by the Merger Agreement; (iv) no pending litigation to enjoin or restrict the consummation of the Closing; (v) Alberton having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption, consummation of the Merger and any private financings; (vi) the Domestication, (vii) the election or appointment of members to the Alberton’s board of directors as described above; (vii) the effectiveness of the Registration Statement, and (viii) being advised by Nasdaq that upon consummation of the Merger, Alberton shall continue to be listed and all outstanding deficiencies have been addressed to the satisfaction of Nasdaq .

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including:

If the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, termination and termination fees, waiver of claims against the trust, and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto except for liability for any fraud claims or willful breach of the Merger Agreement prior to such termination.

During the Interim Period, Alberton shall obtain the agreement of the underwriter in its initial public offering and the holders of its promissory notes that were outstanding as of September 3, 2020 in the principal amount of $2,948,800, that all deferring underwriting and related fees due to such underwriter and all of such outstanding promissory notes shall be settled by the delivery by the sponsor and its affiliate of shares of Alberton securities owned by them.

SolarMax has agreed that the surviving entity shall pay all expenses relating to the Merger Agreement and the transaction contemplated by the Merger Agreement which are incurred by Alberton on or after the date that the Registration Statement in connection with the Merger is initially filed with the SEC (“Alberton Closing Expenses”). In addition, SolarMax has agreed to provide multiple loans in the amount of no more than $60,000 per month to support Alberton’s Extension up to six months (including the two months’ extension contribution previously provided), repayable upon the earlier of the closing of the Merger or liquidation or the Outside Date. Pursuant to an amendment to the Merger Agreement dated November 10, 2020, the monthly extension payment was increased to $70,674 for payments made on or after November 10, 2020. As of the date of this proxy statement/prospectus, SolarMax has made total payments of $261,348, and its maximum payments were increased to $402,686. The amendment also provides that provides that, to the extent that the payments made by SolarMax exceed the amount of the $60,000 monthly payments to be made by SolarMax pursuant to 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, which is included in the Sponsor Expenses Support.

Except Alberton Closing Expenses, all expenses incurred in connection with the Merger Agreement and the transaction contemplated thereby shall be paid the Party incurring such expenses, subject to Sponsor Expenses Support.

SolarMax has agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Alberton’s trust account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).

Simultaneously with the execution of the Merger Agreement, SolarMax’ directors, officers, directors and 5% shareholders, who own approximately 41.6% of SolarMax’ voting common stock, entered into the Voting Agreements with Alberton and SolarMax pursuant to which they agreed to vote all of their shares of SolarMax Stock 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 SolarMax Stockholder’s ability to perform its obligations under the Voting Agreement, and provide a proxy to SolarMax to vote such SolarMax Stock accordingly. The Voting Agreements prevent transfers of the SolarMax Stock held by the SolarMax stockholder party thereto between the date of the Voting Agreement and the date of the SolarMax Special Meeting, except for certain permitted transfers.

Simultaneously with the execution of the Merger Agreement, Alberton’s sponsor and one major insider shareholder, who own approximately 56.7% entered into the Sponsor Voting Agreements with Alberton and SolarMax pursuant to which Sponsor and the insider shareholder agreed 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. The Sponsor Voting Agreements prevent transfers of the Alberton ordinary shares held by the sponsor party thereto between the date of the Voting Agreement and the date of the Alberton Special Meeting, except for certain permitted transfers.

At the Closing, the officers and directors and 5% stockholders of SolarMax and certain SolarMax stockholders owning more than 1% of the outstanding SolarMax stock immediately prior to the Effective Time (each, a “Significant Stockholder”) will each either enter into a Lock-Up Agreement with combined entity in substantially the form attached to the Merger Agreement (each, a “Lock-Up Agreement”) or such Significant Stockholder shall otherwise be subject to substantially similar transfer restrictions that are in favor of the combined entity. In such Lock-Up Agreement, each such holder will agree not to (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Alberton Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Alberton Shares (including Alberton Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Covered Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Alberton Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Alberton Shares or any security convertible into or exercisable or exchangeable for Alberton Shares; or (4) publicly disclose the intention to do any of the foregoing during the lock-up period. For the purpose of Lock-Up Agreement, the “Lock-Up Period” means (i) for 50% of each Significant Stockholder’s Securities, the period ending on the earlier of (x) six months after the closing of the Merger, and (y) the date on which the closing price of the Alberton Shares equals or exceeds $12.50 per for any 20 trading days within any 30-trading day period commencing after the closing of the Merger and (ii) for the remaining 50% of such Significant Stockholder’s Securities, ending six months after the closing of the Merger.

Alberton was incorporated as a blank check company 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, which we refer to as a “target business.” Alberton’s efforts to identify a prospective target business were not limited to any particular industry or geographic location.

On October 26, 2018, we consummated the initial public offering of 10,000,000 Units (the “IPO”). The Units sold in the IPO were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $100,000,000. Chardan acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-227652). Simultaneously with the closing of the IPO, Alberton consummated the sale of 300,000 units (the “Private Units”) at a price of $10.00 per Unit in a private placement to Alberton’s sponsor (the “Sponsor”), generating gross proceeds of $3,000,000. The SEC declared the registration statement effective on October 23, 2018. We granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the IPO price, less the underwriting discounts and commissions. 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, Alberton 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.

After deducting the underwriting discounts, offering expenses, and commissions from the Initial Public Offering and the sale of the Private Units, a total of $114,879,920 was deposited into a trust account established for the benefit of Alberton’s public shareholders, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

In accordance with the Current Charter, the amount held in the trust account may only be used by Alberton upon the consummation of a business combination, except that there can be released to Alberton, from time to time, any interest earned on the funds in the trust account that it may need to pay its tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and Alberton’s liquidation.

Immediately following the consummation of ~~shareholders~~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 Investment Holdings Limited (“Global Nature”). The note is non-interest bearing and is payable on the date on which we consummate 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 Note. The principal balance may be prepaid at any time without penalty. Pursuant to the Merger Agreement, this note is to be paid by the transfer of Sponsor Shares to the holder.

On January 23, 2020, Alberton ~~held~~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, this Note is to be settled by delivery of Sponsor Shares.

On April 23, 2020, Alberton held a special meeting, at which its shareholders approved (i) 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 Alberton Board; (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 mothly cash contribution of $60,000 per month in the aggregate amount of $360,000, which was partially funded by the Sponsor Note and Alberton’s working capital ($300,000) and partially funded by the SolarxMax Extension Loans ($60,000)~~. A~~, and issue public shareholders who did not redeem their public shares in connection with the Apirl 2020 Extension certain amount of the Extension Warrants. On January 19, 2021, the board 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 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, 2021, Alberton held another special meeting, ~~of shareholders of Alberton held on October 26, 2020,~~ at which its shareholders approved (i) 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 Alberton Board (the “~~October~~“October 2020 ~~Extension~~”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 $102,749,822.40 from the trust. 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 ~~$10,454.51from~~$10,770.13 (or $10.77 per share) from the trust account.

In connection with October 2020 Extension, Alberton committed that, for each remaing public shares 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. As of the date hereof, an aggregate amount of $282,696 (4 months of extension contribution) was funded to the trust account which was sourced by the SolarMax Extension Loans.

April 2020 Extension and October 2020 Exension (collectively, the “Extensions”) resulted in a reduction of $105,889,888 from the trust fund. Significant reduction in the amount available in the trust account is not uncommon among special purpose acquisition companies. Large number of Alberton’s public shareholders elected to redeem their shares in connection with the Extensions, specially in connection with April 2020 Extension, regardless of how such public shareholders vote in regard to the amendments to Alberton’s charter to extend the date that it must complete its initial business combination. Alberton believed that such redemption right protects public shareholders from having to sustain their investments for an unreasonably long period if Alberton failed to find a suitable acquisition in the contemplated timeframe, especially during the unprecedented coronavirus (COVID-19) outbreak.

Alberton asked for shareholders’ approval on the Extensions because Alberton had not entered into any definitive agreements with any entities for a business combination that qualifies as a “business combination” by April 27, 2020 and October 26, 2020 and did not believe that it would be able to consummate its initial business combination within the respective deadline available to it at that time. Alberton believed that, given Alberton’s expenditure of time, effort and money on searching on sutiaable target for its initial business combination, circumstances warrant providing shareholders an opportunity to consider an initial business combination at later time. However, Alberton would have not proceeded with the corresponding Extensions if each of the redemption of public shares in connection therewith caused Alberton to have net tangible assets of less than $5,000,001. In the event that the redemption of public shares caused the net tangible assets to be less than $5,000,001 and the corresponding Extension was not proceeded, Alberton would have been required to dissolve and liquidate its trust account by returning the then remaining funds in such account to the public shareholders.

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.

Immediately after closing the IPO on October 26, 2018, the officers and directors of Alberton began to contact potential candidates for a business combination. In addition, we were contacted by a number of individuals and entities with respect to business combination opportunities.

Alberton viewed the potential acquisition targets based on the same criteria discussed below and used in evaluating the Business Combination. These criteria included established middle-market businesses with proven track records, experienced management teams and strong competitive positions with, or with the potential for, revenue and earnings growth, and attractive free cash flow generation. Alberton focused on sectors exhibiting secular growth or the potential for a near-term cyclical uptick, and within those sectors, focused only on companies that Alberton management believed would benefit from being a publicly traded company

Between October 29, 2018 and the date hereof, Alberton reviewed in varying degrees approximately 50 potential business combination candidates and submitted preliminary proposals to eleven of them, including SolarMax. Alberton management team held frequent discussion regarding the various targets both internally and with a wide range of management teams of the potential targets.

The ten potential targets with which Alberton did not pursue a business combination:

Candidate One: On October 29, 2018, Bin Wang, our former CEO, was introduced to an executive director of a candidate by a third party. The candidate was a major discounted airline in Asia, whose parent company intended to divest this subsidiary or go public. After reviewing its information, Bin Wang, Kevin Liu, our CFO, and Howard Jiang, our former independent director, visited the candidate’s headquarters and met with its senior management team on November 1, 2018. An initial proposal was presented to the candidate’s management on November 8, 2018. The proposal included a proposed valuation range of the candidate and an earnout arrangement. Alberton and the candidate had extensive discussion and discovery in the following two months until December 2018, when Alberton was informed by the candidate that they decided to pursue a transaction with a different entity.

Candidate Two: On November 3, 2018, Alberton was introduced to a candidate by a third party in China. It is engaged in production and distribution of fruit juice and canned fruits in Asia. Four directors of Alberton held a series of calls, emails and a meeting at the candidate’s head office, and two other directors conducted background check and financial analysis on the candidate’s audited financials. In November 2018, Alberton submitted an initial proposal to the candidate. The proposal provided a proposed valuation range and deal structure for the merger including certain earnout arrangement. The parties had a series of conference calls and personal meeting at the candidate’s head office through the first half of 2019. Discussion with the candidate came to an end on August 19, 2019 when both parties could not reach an agreement on certain material terms and timeline of the transaction.

Candidate Three: On November 28, 2018, Alberton was introduced to the CEO of a candidate in person by a third party. It is a major financial asset exchange platform in China. From November 28, 2018 to January 6, 2019, Alberton and the candidate held a series of meetings regarding its restructuring, business consolidation and management team. On January 6, 2019, Alberton and the candidate signed a memorandum of understanding with a transaction proposal. Between January 6, 2019 and early March 2019, Alberton management held a series of meetings with the CEO and the legal counsel of the candidate regarding its preparation for the proposed business combination with Alberton. Subsequently, its CEO informed Alberton that one of its major shareholders disagreed with the restructuring and listing plan and therefore the candidate decided not to proceed with the business combination with Alberton.

Candidate Four: On January 17, 2019, Alberton was introduced to the CEO of a candidate by a third party. It is engaged in the oil and gas production in Texas. In the following three weeks, Alberton and the candidate continued discussions through conference calls and two Alberton directors met the CEO and CFO of the candidate in New York. The parties discussed general terms of a potential roll-up transaction and the resulting ranges of ownership based on a range of potential valuations. Based on this dialogue, Alberton sent an initial presentation to the candidate’s controlling party on January 24, 2019. No substantive response was received thereafter, so Alberton ended substantive discussions with the candidate.

Candidate Five: On January 22, 2019, Alberton was introduced by its legal counsel at that time to a candidate engaged in production and distribution of short video programs and mobile e-commerce in China. Alberton and the candidate entered into a nondisclosure agreement enabling Alberton to evaluate its certain proprietary cultural products and online platform. Between February 16, 2019 and May 2, 2019, Alberton team had a series of meetings with its CEO and its major shareholders. Subsequently, the parties signed a memorandum of understanding with a transaction proposal and a 4-week mutual exclusive restriction. In mid-May 2019, as discussions advanced, Alberton had its independent board members and financial and banking experts visited the candidate to further interaction with its management team. Because the two parties could not reach an agreement within the exclusive period as defined in the memorandum of understanding, the memorandum of understanding was voided on May 31, 2019.

Candidate Six: In early February 2019, Alberton was introduced to a Singapore-based investment company whose sole asset is its controlling equity stake in a major oil and gas rail transportation company in Central Asia. Because of its strong balance sheets and growing revenue, the candidate emerged as a priority target for a potential business combination. On March 30, 2019, Alberton received the audit reports of the transportation company from the candidate. Kevin Liu, the CFO, was assigned to follow-up with the candidate’s CEO with the initial proposal suggesting the candidate discuss with its partner in that Central Asian country to put the remaining equity interest together to structure a business combination between the transportation company in its entirety with Alberton. Subsequently, Alberton received the feedback as to the partner’s unwillingness to proceed, so discussions with this candidate were discontinued.

Candidate Seven: On March 6, 2019, Alberton was introduced by a third party to a well-established pharmaceutical company in China focusing on R&D and commercializing vaccine and immunologic therapy products. From a series of conference calls and meetings with the candidate’s senior management team, Alberton learned that the candidate had suffered serious setbacks in its operations but it was close to the turning point with the support from its investors and employees. On the base of these interactions, a memorandum of understanding with a transaction proposal was sent to the candidate on June 5, 2019. During subsequent meetings, Alberton and the candidate discussed general terms of a potential transaction and the resulting ranges of ownership based on a range of potential valuations. As Alberton did not receive a reply from the candidate, Alberton management ended substantive discussions with this candidate in early July 2019.

Candidate Eight: In early May 2019, Alberton met a newly organized BVI venture for merging a “hot” agricultural product, sponsored by a Hong Kong-headquartered leading international financial institution, and a major pharmaceutical company in China. Given the popularity of its farm products and its sponsors’ strength, after a series of discussions and meetings with its sponsors, Alberton signed a letter of intent with the candidate on July 9, 2019, and a second letter of intent on September 13, 2019. In connection with the letter of intent, Alberton issued a $1,148,800.00 promissory note to the candidate to support Alberton’s cash contribution to the trust account for an extension, followed by another promissory note dated November 20, 2019 for $500,000 for Alberton’s working capital. Funds under the two promissory notes were received in full by Alberton. In September 2019, certain management members together with Alberton’s PRC legal counsel and auditor visited project sites of the candidate to conduct onsite due diligence. As the candidate was not able to timely provide documents requested by Alberton including its financial statements, the parties terminated the discussion.

Candidate Nine: In late February 2020, Alberton was introduced by a third party to a BVI incorporated firm specializing in distressed asset disposal in China with a subsidiary in the United States. Alberton considered it attractive due to its counter-economic cycle especially when economy is suffering during the pandemic of COVID-19. After extensive discussion, the parties signed a letter of intent on March 20, 2020 and amended the letter of intent on April 17, 2020. In connection with the amendment to the letter of intent, Alberton issued a promissory note for $500,000 to the candidate to support the transaction and Alberton’s operation. As of the date hereof, only $100,000 under the note was funded to Alberton, with the result that the principal amount of the note is $100,000. Subsequently, the parties continued the discussion and arrangement of the timeline of the audited financial statements of the candidate and the settlement of existing indebtedness of Alberton. As the candidate failed to deliver the requested financial statements within the timeline and the parties did not reach agreements on the settlement of indebtedness and other terms, they subsequently discontinued conversation.

Candidate Ten: In June 2020, Alberton was connected through its advisor to a company specializes in R&D, production and sales of integrated thermal energy storage systems in China with the “energy storage + multi-energy complementary + smart energy” system as its core business. The parties engaged in a series of meetings and conference calls. Kevin Liu, Mr. Liu’s assistant and the PRC counsel also visited one of candidate’s project sites as part of the due diligence process. During the discussion, the parties were not able to agree and commit to certain requests from both sides and did not proceed beyond a signed non-disclosure agreement.

On May 19, 2020, SolarMax was referred to Alberton management by a third party. After a preliminary review of the business of SolarMax, Alberton management selected SolarMax as a potential target.

On June 7, 2020, Alberton 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, Alberton 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, Alberton engaged ~~QuestMrak~~QuestMark 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, Alberton Board 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, Alberton continued its negotiation with SolarMax for the business combination. Alberton’s 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, 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. 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, Alberton 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, Alberton filed its 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 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, Alberton engaged Donohoe Advisory for preparing of the compliance plan with Nasdaq.

On October 9, 2020, Alberton held a board meeting to update the status of SolarMax business combination.

On October 12, 2020, a meeting of the board of directors were 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 BVI counsel of Alberton 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, 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 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 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 Alberton Board 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, Alberton 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 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 Alberton Board. 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,” Alberton Board 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, Alberton 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, Alberton filed with the SEC a Current Report on Form 8-K attaching the press release.

On October 29, 2020, Alberton 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, Alberton 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 December 18, 2020 and December 28, 2020, SolarMax made non-interest bearing loans to Sponsor in the aggregate principal amount of $128,465.66, to enable the sponsor to provide Alberton with funds to pay currently due expenses ($91,854) and the filing fee for the registration statement of which this proxy statement/prospectus is a part ($36,611.66). 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, which shares will be cancelled.

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”). This prospectus/proxy statement includes a proxy statement for purposes of seeking Alberton’s shareholder approval of the Business Combination and related matters at a special meeting in lieu of the 2021 Annual Meeting of ALAC which includes the election of directors of Alberton upon completion of the Merger. Under Nasdaq Listing Rule 5810(c)(2)(G), Alberton has 45 calendar days from January 5, 2021, or until February 19, 2021, to submit to Nasdaq a plan to regain compliance with the Annual Meeting Requirement. If Nasdaq accepts Alberton’s plan, Nasdaq may grant an extension of up to 180 calendar days from December 31, 2020, the date of the Alberton’s fiscal year end for its last fiscal year, or until June 29, 2021, to regain compliance. If Nasdaq does not accept Alberton’s plan, Alberton will have the right to appeal such decision to a Nasdaq hearings panel. Alberton intends to submit to Nasdaq, within the requisite period, a plan to regain compliance with the Annual Meeting Requirement, which will include Alberton’s belief that the Special Meeting in Lieu of the the 2021 Annual Meeting will satisfy the Annual Meeting Requirement, although we can give no assurance that Nasdaq will accept Alberton’s conclusion. or that Alberton will be able to regain compliance with the Annual Meeting Requirement or maintain compliance with any other Nasdaq requirement in the future.

On January 19, 2021, the board 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 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.

As of the date hereof, Alberton, based on information relating to the NOBO holders of Alberton ordinary shares as of January 20, 2021, Alberton met the Nasdaq requirement for round lot holders, although Nasdaq has not confirmed that it concurs in Alberton’s conclusion.

From November 1, 2020 through the date of this proxy statement/prospectus, Alberton and SolarMax and their representatives continued to correspond regarding updates to the Alberton preliminary proxy statement/prospectus.

Alberton’s Board of Directors’ Reasons for the Approval of the Business Combination

We were organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

The board has also considered a number of factors to approve the Business Combination, including, but not limited to:

It is a requirement under both the Current Charter and the Interim Charter that any business acquired by Alberton has a fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for an initial business combination. The Alberton Board considered that the fair market value of SolarMax was equal to at least 80% of the amount of funds held by Alberton in trust for the benefit of its public shareholders. At the date the Alberton Board approved the Merger Agreement, the balance of funds in the trust account was approximately $15.2 million. As a result, Alberton Board concluded that the fair market value of the business acquired was significantly in excess of 80% of the funds held in the trust account (excluding any taxes payable on the interest earned on the trust account).

Certain Benefits of Alberton’s Directors and Officers and Others in the Business Combination

When you consider the recommendation of our board of directors in favor of approval of the Business Combination, you should keep in mind that our board of directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. These interests include, among other things:

Holders of outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.

If a broker, dealer, commercial bank, trust company, or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be separated and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Appraisal rights are not available to Alberton holders of ordinary shares in connection with the ~~shareholder vote to approve the~~ Business Combination, our directors, officers, advisors, or their respective affiliates may (i) purchase shares of Alberton Shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, (ii) execute agreements to purchase such shares from institutional and other investors in the future, and/or (iii) enter into transactions with institutional and other investors to provide such persons with incentives to acquire Alberton Shares or vote their shares in favor of the Business Combination Proposal. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against a potential loss in value of their shares, including the granting of put options and the transfer of shares or warrants owned by the Initial Shareholders for nominal value to such investors or holders.Combination.

The ~~purpose~~Business Combination will be accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of ~~such share purchases and other transactions by~~America. Under this method of accounting, Alberton will be treated as the ~~Initial Shareholders and/or their respective affiliates would be to increase~~“acquired” company for financial reporting purposes. This determination was primarily based on SolarMax comprising the ~~likelihood of satisfaction~~ongoing operations of the ~~requirements that (x)~~combined company, SolarMax’ senior management comprising the ~~holders~~senior management of the combined company, and SolarMax stockholders having a majority of the ~~public shares present and entitled to vote at the Meeting vote in favor~~voting power of the ~~Business Combination Proposal, and/or (y) that~~combined company. For accounting purposes, SolarMax will be deemed the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of SolarMax (i.e., a capital transaction involving the issuance of stock by Alberton for the stock of SolarMax). Accordingly, the consolidated assets, liabilities, and results of operations of SolarMax will ~~satisfy~~become the ~~closing condition that it~~historical financial statements of the combined company, and Alberton’s assets, liabilities, and results of operations will ~~have at least $5,000,001~~be consolidated with SolarMax beginning on the acquisition date, and the shares of Successor common stock issued to the SolarMax stockholders will be treated as the issued and outstanding shares for fiscal periods prior to the ~~Closing and will meet the Nasdaq requirements relating to stockholders’ equity (at least $4.0 million if the market value~~effective time of the ~~listed securities is at least $50.0 million or $5.0 million if the market value of listed securities test is not met), public float of at least $15.0 million,~~Merger and the ~~minimum stockholder requirement of at least 300 round lot holders with at least 50% having positions of at least $2,500, after taking into account holders of public~~Successor shares that ~~properly demanded redemption~~are outstanding at the effective time, other than shares that are redeemed, will be deemed to have been issued at the effective time of ~~their public shares into cash, when it appears that such requirements would otherwise not be met.~~the Merger.

None of our directors, officers, advisors, or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and would include a contractual provision that directs such shareholder to vote such shares in a manner directed by the purchaser. In the event that our directors, officers, advisors, or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the trust account.

~~Total Alberton Shares to Be Issued in the Business Combination~~ALBERTON PROPOSAL 1:

Upon the Closing, we anticipate that the size of our board of directors will increase to seven directors, who will be voted on by our shareholders at the Special Meeting. Successor’s board of directors will be comprised of six of SolarMax’ directors and an independent director designated by Alberton. Therefore, if the Business Combination is consummated, our board of directors will consist of: David Hsu, Simon Yuan, Wei Yuan Chen, Jinxi Lin, Wen-Ching (Stephen) Yang, Ph.D., Lei Zhang, Ph.D. and [●]. See the sections entitled “~~Director Election Proposal~~~~” and “~~~~Management after the Business Combination.~~”

Pursuant to the terms and conditions of the Merger Agreement, ~~prior to the Closing, we~~Alberton, a British Virgin Islands business company, will continue out of the British Virgin Islands and ~~domesticate~~re-domicile as a Nevada corporation and will no longer be considered a company incorporated in the British Virgin Islands. ~~We will file a notice~~Alberton was formed in February 2018 for the purposes of ~~continuation~~effectuating the Business Combination. The ability to redomicile Alberton out of the British Virgin Islands to another jurisdiction is expressly provided for in our Current Charter (subject to obtaining the requisite approval).

WE URGE HOLDERS OF ALBERTON ORDINARY SHARES TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

This section is addressed to U.S. holders of Alberton ordinary shares. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that is, for U.S. federal income tax purposes:

It is in the opinion of Hunter Taubman Fischer & Li LLC (“HTFL”), the counsel of Alberton, the Redomestication will qualify as an F Reorganization. This opinion is based on customary assumptions and representations, warranties as set forth in HTFL’s opinion letter, which is filed as Exhibit 8.1 to the registration statement on Form S-4 of which this proxy statement/prospectus is a part. If any of the assumptions, representations, warranties or covenants is incorrect, incomplete, or inaccurate or is violated, the validity of the opinion described above may be affected and the tax consequences of the Merger could differ substantially from those described in this joint proxy statement/prospectus. There can be no assurances that such opinion will be accepted by the IRS or, if challenged, by a court. No ruling has been sought from the IRS with respect to the tax consequences of the Redomestication of Alberton from the British Virgin Islands ~~Registrar~~to Nevada and be treated as a domestic corporation for U.S. federal income tax purposes. Subject to the PFIC discussion below, the tax basis of ~~Corporate Affairs,~~a Company common stock, warrants, or rights received by a U.S. Holder in the Redomestication will equal the U.S. Holder’s tax basis in the Alberton ordinary share, warrants, or rights surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code. The holding period for the Alberton common stock, warrants or rights received by a U.S. Holder in the Redomestication will include such holder’s holding period for the Alberton ordinary share surrendered in exchange therefor.

C. U.S. Holders that Own Alberton Ordinary Shares with a Fair Market Value Less Than $50,000

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TIMING OF THE APPLICABILITY AND THE CONSEQUENCES OF SECTION 367(b) IN THE CASE OF THE REDOMESTICATION.

A non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized on a sale or other disposition of an Alberton ordinary share or a Company common share unless:

Foreign Account Tax Compliance Act (Withholding on Payments to Foreign Financial Institutions and Foreign Non-financial Institutions)

Sections 1471 through 1474 of the ~~Interim Charter~~Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of, and, after December 31, 2018, gross proceeds from the sale or other disposition of, securities (including Alberton ordinary shares) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which Alberton ordinary shares are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and, after December 31, 2018, gross proceeds from the sale or other disposition of, Alberton ordinary shares held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury. All holders of Alberton ordinary shares should consult their tax advisors regarding the possible implications of FATCA on their investment in Alberton ordinary shares.

SHAREHOLDERS ARE STRONLY URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE DESCRIBED TRANSACTIONS IN THEIR PARTICULAR CIRCUMSTANCES.

ALBERTON BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE REDOMESTICATION PROPOSAL.

We are asking our shareholders to approve and adopt the Merger Agreement and the other transactions contemplated thereby in the Business Combination. Our shareholders should read carefully this proxy statement in its entirety as well as the Merger Agreement for more detailed information concerning the Merger Agreement and the Business Combination. Please see the subsections below for additional information and a ~~certificate~~summary of ~~corporate domestication~~the material provisions of the Merger Agreement, which is qualified in its entirety by reference to the complete text of the Merger Agreement and one amendment, which are is attached as Annex A and Annex A-1, respectively, to this proxy statement.

The subsections that follow this subsection describe the material provisions of the Merger Agreement, but do not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is incorporated herein by reference. Shareholders and other interested parties are urged to read the Merger Agreement, carefully and in its entirety (and, if appropriate, with the ~~Nevada Secretary~~advice of ~~State,~~financial and legal counsel) because it is the primary legal document that governs the Business Combination.

The Merger Agreement contains representations, warranties, and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties, and covenants in the Merger Agreement are also modified in important parts by the disclosure letters and annexes attached thereto which are not filed publicly and which may be subject to contractual standards of materiality or material adverse effect applicable to the contracting parties that differ from what may be viewed as material to investors. The representations and warranties in the Merger Agreement and the items listed in the disclosure schedules were used for the purpose of allocating risks among the parties rather than establishing matters as facts. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read in conjunction with the information provided elsewhere in this proxy statement. Investors are not third-party beneficiaries under ~~which we~~the Merger Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.

On October 27, 2020, Alberton entered into an Agreement and Plan of Merger (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 ~~domesticated~~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 equitably adjusted based on the conversion 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.~~corporation (the “Redomestication”). At the Closing of the Merger, Alberton will change its name to “SolarMax Technology Holdings, Inc.” 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. This provision is to be amended in the Interim Charter to require that the net tangible asset test be met “prior to or upon” consummation of the business combination.

As consideration for the Merger, SolarMax stockholders as of immediately prior to the Effective Time (but excluding holders of SolarMax options) collectively will receive from Alberton, the Stockholder Merger Consideration, consisting of, in the aggregate, a number of Alberton common stock equal to: (i) $300,000,000, divided by (ii) the Redemption Price (defined below). The holders of SolarMax options shall receive Assumed Options to purchase the number of shares of Alberton Common Stock as described above in accordance with the terms and conditions set forth in the Merger Agreement. For the purpose of the Merger Agreement, Redemption Price means a price per share equal to the price at which each share of Alberton common stock is redeemed pursuant to the redemption by Alberton of its public stockholders in connection with Alberton’s initial business combination, as required by its amended and restated Articles of Incorporation immediately prior to the Effective Time (the “Redemption”).

SolarMax has outstanding as of the date of this proxy statement/prospectus, convertible notes in the principal amount of $18.1 million at a conversion price equal to 80% of SolarMax’ proposed initial public offering price. These notes will become convertible at 80% of the price at which the Alberton Shares are issued to the SolarMax stockholders, which is the Redemption Price of $10.77 at November 30, 2020, resulting in a conversion price of $8.616.

The Merger Agreement and the consummation of the transactions contemplated thereby requires the approval of both Alberton’s shareholders and SolarMax’ stockholders. Alberton agreed, as promptly as practicable after the date of the Merger Agreement, to prepare, with the reasonable assistance of SolarMax, and use its commercially reasonable efforts to file with the Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the issuance shares of Stockholder Merger Consideration to the SolarMax stockholders, and containing a joint proxy statement/prospectus for the purpose of (i) Alberton soliciting proxies from the shareholders of Alberton to approve the Merger Agreement, the transactions contemplated thereby and related matters (the “Alberton Shareholder Approval”) at a special meeting of Alberton’s shareholders (the “Alberton Special Meeting”) and providing such stockholders an opportunity of Redemption, and (ii) SolarMax soliciting proxies from the stockholders of SolarMax to approve the Merger Agreement, the transactions contemplated thereby and related matters (the “SolarMax Stockholder Approval”) at a special meeting of SolarMax’ stockholders (the “SolarMax Special Meeting”).

The obligations of the parties to consummate the Merger is subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Merger Agreement and the transactions contemplated thereby and related matters by the requisite vote of Alberton’s shareholders and SolarMax’ stockholders; (ii) receipt of requisite regulatory approvals; (iii) no law or order preventing or prohibiting the Merger or the other transactions contemplated by the Merger Agreement; (iv) no pending litigation to enjoin or restrict the consummation of the Closing; (v) Alberton having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption, consummation of the Merger and any private financings; (vi) the Domestication, (vii) the election or appointment of members to the Alberton’s board of directors as described above; (vii) the effectiveness of the Registration Statement, and (viii) being advised by Nasdaq that upon consummation of the Merger, Alberton shall continue to be listed and all outstanding deficiencies have been addressed to the satisfaction of Nasdaq .

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including:

During the Interim Period, Alberton shall obtain the agreement of the underwriter in its initial public offering and the holders of its promissory notes that were outstanding as of September 3, 2020 in the principal amount of $2,948,800, that all deferring underwriting and related fees due to such underwriter and all of such outstanding promissory notes shall be settled by the delivery by the sponsor and its affiliate of shares of Alberton securities owned by them.

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 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, this Note is to be settled by delivery of Sponsor Shares.

On April 23, 2020, Alberton held a special meeting, at which its shareholders approved (i) 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 Alberton Board; (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 mothly cash contribution of $60,000 per month in the aggregate amount of $360,000, which was partially funded by the Sponsor Note and Alberton’s working capital ($300,000) and partially funded by the SolarxMax Extension Loans ($60,000), and issue public shareholders who did not redeem their public shares in connection with the Apirl 2020 Extension certain amount of the Extension Warrants. On January 19, 2021, the board 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 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, 2021, Alberton held another special meeting, at which its shareholders approved (i) 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 Alberton Board (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.

The ten potential targets with which Alberton did not pursue a business combination:

On May 19, 2020, SolarMax was referred to Alberton management by a third party. After a preliminary review of the business of SolarMax, Alberton management selected SolarMax as a potential target.

On June 7, 2020, Alberton and SolarMax signed a non-disclosure agreement, giving Alberton an opportunity to evaluate SolarMax’ detailed business and financial information

From June 18 to June 28, 2020, Alberton 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, Alberton engaged QuestMark 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 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.

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 ~~prior~~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.