UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 26, 2020 (October 26, 2020)
Date of Report (Date of earliest event reported)
ALBERTON ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
British Virgin Islands | 001-38715 | N/A | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Room 1001, 10/F, Capital Center 151 Gloucester Road Wanchai, Hong Kong | N/A | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +852 2117 1621
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant is an emerging growth Alberton as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one ordinary share, one redeemable warrant, and one right | ALACU | The Nasdaq Stock Market LLC | ||
Ordinary shares, no par value | ALAC | The Nasdaq Stock Market LLC | ||
Redeemable warrants, each warrant exercisable for one-half (1/2) of one ordinary share | ALACW | The Nasdaq Stock Market LLC | ||
Rights, each to receive one-tenth (1/10) of one ordinary share | ALACR | The Nasdaq Stock Market LLC |
Item 5.03 Amendments to Memorandum of Association and Articles of Association.
On October 26, 2019, in connection with the Special Meeting (defined as below), Alberton filed with the Registrar of the British Virgin Islands to the Company’s Amended and Restated Memorandum of Association and Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 26, 2020, Alberton held its special meeting of the shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders voted on two proposals, each of which is described in more details in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2020 (the “Proxy Statement”). At the beginning of the Special Meeting, there were 4,368,534 ordinary shares in person or by proxy, which represented 94.63% of the voting power of the ordinary shares entitled to vote at the Special Meeting, which constituted a quorum for the transaction of business. As a result, the proposal to adjourn the meeting was no longer applicable.
At the Special Meeting, the following proposal were voted on and approved:
● | To amend the Company’s memorandum and articles of association (as may amended from time to time, the “M&A”), to extend the date before which the Company must complete a business combination (the “Termination Date”) from October 26, 2020 (the “Current Termination Date”) to April 26, 2021 or such earlier date as determined by the Board (the “Extended Termination Date”), and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended by amending regulation 47.15 in the Articles of Association. |
For | Against | Abstain | ||
4,368,433 | 100 | 1 |
Shareholders holding 1,000 public shares exercised their right to redeem such public shares for a pro rata portion of the Trust Account. As a result, an aggregate of $10,730 (or $10.73 per share) was removed from the trust account to pay such holders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
3.1 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 26, 2020 | ||
ALBERTON ACQUISITION CORPORATION | ||
By: | /s/ Guan Wang | |
Name: Guan Wang Title: Chief Executive Officer |
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