Current Report Filing (8-k)
April 26 2021 - 8:01AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 26, 2021 (April 23, 2021)
Date of Report (Date of earliest event reported)
ALBERTON ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
British Virgin Islands
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001-38715
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Room 1001, 10/F, Capital Center
151 Gloucester Road
Wanchai, Hong Kong
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N/A
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: +852 2117 1621
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant
to Rule 425 under the Securities Act
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
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Indicate by check mark whether the registrant is an emerging growth
Alberton as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one ordinary share,
one redeemable warrant, and one right
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ALACU
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The Nasdaq Stock Market LLC
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Ordinary shares, no par value
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ALAC
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The Nasdaq Stock Market LLC
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Redeemable warrants, each warrant exercisable
for one-half (1/2) of one ordinary share
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ALACW
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The Nasdaq Stock Market LLC
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Rights, each to receive one-tenth (1/10) of one ordinary share
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ALACR
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The Nasdaq Stock Market LLC
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Item 5.03 Amendments to Memorandum of Association and Articles of
Association.
On April 23, 2021, in connection with the Shareholder
Meeting (defined as below), Alberton Acquisition Corporation (the “Company”) 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 April 23, 2021, the Company held its special
meeting in lieu of the 2020 annual meeting of the shareholders (the “Shareholder Meeting”). At the Shareholder
Meeting, the Company’s shareholders voted on three proposals, each of which is described in more details in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2021, as supplemented on April 15, 2021 (the
“Proxy Statement”). At the beginning of the Special Meeting, there were 3,681,659 ordinary shares in person
or by proxy, which represented 79.77% 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:
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●
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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 April 26, 2021
(the “Current Termination Date”) to October 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 the M&A t to include an additional regulation 47.15 in the Articles
of Association.
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For
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Against
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Abstain
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3,407,328
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4,656
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0
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●
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To re-elect each of the five directors identified herein
to the Company’s board of directors (the “Board”), with such directors to serve until the 2021 annual
meeting of shareholders; and
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Election of Directors
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For
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Withheld
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Broker
Non-Vote
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Guan Wang
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3,398,742
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13,242
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269,675
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Keqing (Kevin) Liu
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3,396,642
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15,342
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269,675
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William Walter Young
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3,409,612
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2,372
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269,675
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Qing S. Huang
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3,409,812
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2,172
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269,675
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Peng Gao
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3,399,037
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12,947
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269,675
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●
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To ratify the appointment of
Friedman LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2020.
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For
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Against
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Abstain
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3,676,950
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1,895
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2,814
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In connection with the extension, shareholders
holding 135,069 public shares exercised their right to redeem such public shares for a pro rata portion of fund held in the Trust Account.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: April 26, 2021
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ALBERTON ACQUISITION CORPORATION
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By:
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/s/ Guan Wang
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Name: Guan Wang
Title: Chief Executive Officer
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2
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