NEITHER
THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U. S. STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT OR PASSED UPON THEIR MERITS OR FAIRNESS, OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE DISCLOSURE IN THE PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
ALBERTON
ACQUISITION CORPORATION
Room 1001, 10/F, Capital Center
151
Gloucester Road, Wanchai, Hong Kong
NOTICE
OF SPECIAL MEETING
OF
SHAREHOLDERS TO BE HELD October 26, 2020
TO
THE SHAREHOLDERS OF ALBERTON ACQUISITION CORPORATION:
You
are cordially invited to attend a special meeting of the shareholders of ALBERTON ACQUISITION CORPORATION (the “Company”
or “Alberton”) to be held at 9:30 a.m., eastern Daylight Savings Time, at Alberton’s corporate headquarter,
located at 11th Floor, South Tower, Tongye Tower, 7008 North Ring Avenue, Futian District, Shenzhen, China, on October 26, 2020,
for the purpose of considering and voting upon the following proposals:
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To
amend the Company’s memorandum and articles of Association dated October 24, 2018 (as amended to date and as may amended
from time to time, the “M&A”) to allow the Company, by resolutions of shareholders passed by shareholders
holding no less than 65% or more of the votes of the Company’s shares cast (in person or by proxy) at the special meeting,
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”, such extension is herein referred as the “Extension” hereinafter and such amendment to the
M&A as forth in Annex A is herein referred as the “Extension Amendment”);;
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To
direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient
votes to approve the foregoing proposal.
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The
Board has fixed the close of business on September 18, 2020 as the date for determining the shareholders entitled to receive notice
of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s outstanding shares
on that date are entitled to have their votes counted at the special meeting or any adjournment. On the record date, there were
14,689,750 outstanding shares, including 11,487,992 outstanding public shares.
A
quorum of 50% of the Company’s shares outstanding as of the record date, present in person or by proxy, will be required
to conduct the special meeting. Provided that there is a quorum, the affirmative vote of 65% or more of the votes of the Company’s
shares cast (in person or by proxy) at the special meeting and voting on the proposal of Extension Amendment will be required
to approve the Amendment. The affirmative vote of a majority of the Company’s shares present (in person or by proxy) at
the special meeting and voting on the proposal will be required to direct the chairman of the special meeting to adjourn the special
meeting.
Public shareholders may elect to redeem their
shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment (the “Election”),
regardless of how such public shareholders vote in regard to those amendments or otherwise at the special meeting. However, the
Company will not proceed with the Extension Amendment and if the redemption of public shares in connection therewith would cause
the Company to have net tangible assets of less than $5,000,001. In the event that the redemption of public shares causes the net
tangible assets to be less than $5,000,001 and the Extension Amendment is not proceeded, the Company will be required to dissolve
and liquidate its trust account by returning the then remaining funds in such account to the public shareholders. If the Extension
Amendment is approved by the requisite vote of shareholders (and not abandoned), the remaining holders of public shares will retain
their right to redeem their public shares for a pro rata portion of the funds available in the Trust Account upon consummation
of an initial business combination when it is submitted to the shareholders, subject to any limitations set forth in the M&A
and the limitations contained in related agreements. In addition, public shareholders who vote for the Extension Amendment and
do not make the Election would be entitled to redemption if the Company has not completed a business combination by the Extended
Termination Date.
Public
shareholders are not required to affirmatively vote either for or against the Extension Amendment in order to redeem their shares
for a pro rata portion of the funds held in the trust account. This means that public shareholders who hold public shares on or
before two business days before the special meeting may elect to redeem their shares whether or not they are holders of the record
date, and whether or not they vote for the proposal of the Extension Amendment. 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 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.
Enclosed is the proxy statement containing detailed information
concerning the Extension Amendment and the other proposals to be considered at the special meeting. We are providing the proxy
statement and the 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. The proxy statement is dated October 5, 2020 and
is first being mailed to shareholders of the Company on or October 6, 2020 along with a copy of our Annual Report on Form 10-K
for the year ended December 31, 2019.
The
Company is actively monitoring the coronavirus (COVID-19) and is sensitive to the public health and travel concerns
shareholders may have as well as the protocols that federal, state, and local governments may impose. While the Company continues
to expect to hold the special meeting in which shareholders are permitted and encouraged to participate remotely by means of electronic
communication, in the event it is not possible to allow in-person attendance at the meeting, the Company will announce alternative
arrangements as promptly as practicable, and will issue a press release with details on how to do so. The press release will be
posted on the Company’s website and filed with the SEC as additional proxy materials. If you are planning to participate
in the special meeting, please check the Company’s website prior to the meeting date.
Whether
or not you plan to attend the special meeting, we urge you to read the proxy statement carefully and to vote your shares. 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 special meeting. If you sign, date and return your
proxy card without indicating how you wish to vote, your proxy will be voted FOR the proposal to be considered at the special
meeting.
Dated: October 5, 2020
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By Order of the Board of
Directors,
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/s/
Guan Wang
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Guan Wang
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Chairman of the Board
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Your
vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented
at the special meeting. You may also cast your vote in person at the special meeting. If your shares are held in an account at
a broker, bank or other nominee, you must instruct your broker, bank or other nominee how to vote your shares, or you may cast
your vote in person at the special meeting by obtaining a proxy from your broker, bank or other nominee.
ALBERTON
ACQUISITION CORPORATION
Room 1001, 10/F, Capital Center
151
Gloucester Road, Wanchai, Hong Kong
SPECIAL
MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 26, 2020
PROXY
STATEMENT
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These
questions and answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully this entire proxy statement, including the annexes thereto.
Q. Why am I receiving
this proxy statement?
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A.
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This
proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the
board of directors (the “Board”) of the Company, for use at the special meeting of shareholders (the “special
meeting”) to be held at 9:30 a.m., Eastern Daylight Savings Time, at Alberton’s corporate headquarter, located
at 11th Floor, South Tower, Tongye Tower, 7008 North Ring Avenue, Futian District, Shenzhen, China, on October 26, 2020, or
at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed
decision on the proposals to be considered at the special meeting.
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Q. What is being voted on?
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A.
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You are being asked to consider and vote on
the following proposals:
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To amend the Company’s memorandum and articles of Association dated October 24, 2018 (as amended
to date and as may amended from time to time, the “M&A”) to allow the Company, by resolutions of
shareholders passed by shareholders holding no less than 65% or more of the votes of the Company’s shares cast (in
person or by proxy) at the special meeting, 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”, such extension is herein
referred as the “Extension” hereinafter and such amendment to the M&A as forth in Annex A is herein referred
as the “Extension Amendment”);
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To direct the chairman of the special meeting to adjourn the special meeting to a later date or dates,
if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the
special meeting, there are not sufficient votes to approve the foregoing proposal.
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Q.
Why is the Company proposing to amend its M&A
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As of
the date of this proxy statement, the Company has not entered into any definitive agreements with any entities for a business
combination that qualifies as a “business combination” under the Company’s M&A. The M&A currently
provides that if the business combination is not completed by the Current Termination Date, the Company will redeem all public
shares and promptly thereafter dissolve and liquidate. As explained below, it is likely the Company will not be able to complete
the Business Combination by the Current Termination Date.
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As the Company is
under discussion with certain target business and believes that it is promising to achieve a business combination, and because
it is likely the Company will not be able to conclude its initial business combination by the Current Termination Date, the
Company has determined to seek shareholder approval to extend the time for closing a business combination beyond the Current
Termination Date to the Extended Termination Date. The particular changes required to effectuate this extension are embodied
in the Extension Amendment.
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The
Company believes that, given the Company’s expenditure of time, effort and money on a proposed business combination,
circumstances warrant providing shareholders an opportunity to consider a proposed business combination. Accordingly,
the Company’s board of directors is proposing the Extension Amendment Proposal to extend the Company’s corporate
existence until the Extended Termination Date.
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Holders
of public shares may elect to redeem their shares in connection with the Extension Amendment regardless of how such public shareholders
vote in regard to such amendment. The Company believes that such redemption right protects the Company’s public shareholders
from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable acquisition
in the timeframe contemplated by the M&A. However, the Company will not proceed with the Extension Amendment if the redemption
of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. In the event
that the redemption of public shares causes the net tangible assets to be less than $5,000,001 and the Extension Amendment is
not proceeded, the Company will be required to dissolve and liquidate its trust account by returning the then remaining funds
in such account to the public shareholders.
Our
search for a business combination, and any target business with which we ultimately consummate an initial business combination,
may be materially adversely affected by the recent coronavirus (COVID-19) outbreak. In December 2019, a novel strain of
coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and
other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the
outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January
31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States
to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized
the outbreak as a “pandemic”. By April 17, 2020, the federal government approved disaster declarations for
all states and territories. A second rise in infections began in June 2020, following relaxed restrictions in several
states.
A
significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely
affect the economies and financial markets worldwide, and the business of any potential target business with which we
consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete
a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings
with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate
and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination
will depend on future developments, which are highly uncertain and cannot be predicted, including new information which
may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.
If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our
ability to consummate a business combination may be materially adversely affected.
You
are not being asked to vote on any proposed business combination at this time. If the Extension Amendment is approved
and you do not elect to have your public shares redeemed now, you will retain the right to vote on any proposed business
combination when and if one is submitted to shareholders and the right to redeem your public shares for a pro rata portion
of the Trust Account in the event a proposed business combination is approved and completed or the Company has not consummated
a business combination by the Extended Termination Date.
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Q. Why should I vote
for the Extension Amendment?
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A.
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The
approval of the Extension Amendment is essential to the implementation of the Board’s plan to extend the date by
which the Company must consummate its initial business combination.
From
the date of our IPO till now, Alberton considered a number of potential target companies with the objective of consummating
an acquisition. Representatives of Alberton contacted, and were contacted by, a number of individuals and entities who
offered to present ideas for acquisition opportunities, including financial advisors and companies within the diversified
industrial manufacturing, distribution, and services sectors in the United States. Alberton compiled a pipeline of high
priority potential targets and updated and supplemented such pipeline from time to time.
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As
the Company is under discussion with certain target business pursuant to a non-binding letter of intent and believes that it is
promising to achieve a business combination, and because it is likely the Company will not be able to conclude a business combination
by the Current Termination Date, the Company has determined to seek shareholder approval to extend the time for closing a business
combination beyond the Current Termination Date to the Extended Termination Date. The particular changes required to effectuate
this extension are embodied in the Extension Amendment.
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Q. How does the Board of Directors recommend
I vote?
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A.
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After careful consideration
of all relevant factors, the Board recommends that you vote or give instruction to vote “FOR” the Extension Amendment.
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Q. Who may vote at the special meeting?
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A.
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The Board has fixed
the close of business on September 18, 2020 as the date for determining the shareholders entitled to vote at the special meeting
and any adjournment thereof. Only holders of record of the Company’s outstanding shares on that date are entitled to
have their votes counted at the special meeting or any adjournment.
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Q. How many votes must be present to hold
the special meeting?
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A.
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A quorum of 50%
of the Company’s shares outstanding as of the record date (September 18, 2020), present in person or by proxy, will
be required to conduct the special meeting.
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Q. How many votes do I have?
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A.
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You are entitled
to cast one vote at the special meeting for each share you held as of September 18, 2020, the record date for the special
meeting. As of the close of business on the record date, there were 14,689,750 outstanding shares, including 11,487,992 outstanding
public shares.
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Q. What is the proxy card?
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A.
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The
proxy card enables you to appoint the representatives named on the card to vote your shares at the special meeting in
accordance with your instructions on the proxy card. That way, your shares will be voted whether or not you attend the
special meeting. Even if you plan to attend the special meeting, it is strongly recommended that you complete and return
your proxy card before the special meeting date, in case your plans change.
Special
COVID-19 Note: The Company is actively monitoring the coronavirus (COVID-19) and is sensitive to the public
health and travel concerns shareholders may have as well as the protocols that federal, state, and local governments may
impose. While the Company continues to expect to hold the special meeting in which shareholders are permitted and encouraged
to participate remotely by means of electronic communication, in the event it is not possible to allow in-person attendance
at the meeting, the Company will announce alternative arrangements as promptly as practicable, and will issue a press
release with details on how to do so. The press release will be posted on the Company’s website and filed with the
SEC as additional proxy materials. If you are planning to participate in the special meeting, please check the Company’s
website prior to the meeting date.
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Q. What is the difference between a shareholder
of record and a beneficial owner of shares held in street name?
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A.
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Shareholder
of Record. If your shares are registered directly in your name with the Company’s transfer agent, Continental
Stock Transfer & Trust Company, you are considered the shareholder of record with respect to those shares, and the
Company sent the proxy materials directly to you.
Beneficial
Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer,
nominee or other similar organization, then you are the beneficial owner of shares held in “street name,”
and the proxy materials were forwarded to you by that organization. The organization holding your account is considered
the shareholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to
instruct that organization how to vote the shares held in your account. Those instructions are contained in a “voting
instruction form” containing information substantially similar to the information set forth on the proxy card.
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Q. How do the Company’s
insiders intend to vote their shares?
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A.
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All
of the Company’s directors, executive officers and their affiliates as well as other shareholders of the Company are
expected to vote any shares (including any public shares owned by them) in favor of the Extension Amendment and the other
proposals set forth herein. On the record date, these shareholders beneficially owned and were entitled to vote 6,696,811
of the Company’s shares, representing approximately 45.56% of the Company’s outstanding shares.
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Q. What vote is required to adopt the
proposal?
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A.
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Provided that there
is a quorum, the affirmative vote of 65% or more of the votes of the Company’s shares cast (in person or by proxy) at
the special meeting and voting on the proposal of the Extension Amendment will be required to approve the Amendment. Approval
of the proposal to direct the chairman of the special meeting to adjourn the special meeting requires the affirmative vote
of the majority of the shares present in person or by proxy at the special meeting and voting on the proposal. Abstentions
will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on
the approval of the proposal.
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Q. When would the Board abandon the Extension
Amendment?
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A.
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In all events, notwithstanding
shareholder approval of Extension Amendment, the Board will retain the right to abandon and not implement the Extension Amendment
at any time without any further action by shareholders.
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Q. What if I don’t want the Extension
Amendment to be approved?
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A.
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If you do not want
the Extension Amendment to be approved, you must abstain, not vote, or vote against such proposal. You will be entitled to
redeem your shares for cash in connection with this vote only if you vote for or against the Extension Amendment and elect
to redeem your shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension
Amendment (the “Election”). If you do not make the Election, you will retain your right to redeem your public
shares for a pro rata portion of the funds available in the Trust Account if an initial business combination is approved and
completed, subject to any limitations set forth in the M&A.
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In addition, public
shareholders who do not make the Election would be entitled to redemption if the Company has not completed a business combination
by the Extended Termination Date.
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If the Extension
Amendment is approved (and not abandoned) and you exercise your redemption right with respect to your public shares, you will
no longer own your public shares once the Extension Amendment become effective.
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Q. What happens if
the Extension Amendment and isn’t approved?
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A.
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If
the Extension Amendment is not approved, and a business combination is not consummated by the Current Termination Date,
the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the outstanding public shares, at a per share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Fund (as defined in the Trust Agreement) including interest
earned on the funds held in the Trust Fund and not previously released to the Company to pay its taxes, divided by the
number of then public shares in issue, 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 the Company’s remaining
shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under the laws of the
British Virgin Islands to provide for claims of creditors and the requirements of other applicable law.
In
connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the Trust Account,
each holder will receive a full pro rata portion of the amount then in the Trust Account (less the net interest earned
thereon to pay dissolution expenses), plus any pro rata interest earned on the funds held in the Trust Account and not
previously released to us for payment of taxes due on such funds. Holders of rights or warrants will receive no proceeds
in connection with the liquidation with respect to such rights or warrants, which will expire worthless. The Company would
expect to pay the costs of liquidation from its remaining assets outside of the trust fund or available to the Company
from interest income on the Trust Account balance.
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Q. If the Extension Amendment is approved,
what happens next?
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A.
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The
Company is working to identify a target business, enter into a definitive agreement for the business combination, and
prepare the proxy process relating to such business combination.
If
the Extension Amendment is approved (and not abandoned), the removal of funds in connection with any redemptions from
the Trust Account may significantly reduce the amount remaining in the Trust Account, and increase the percentage interest
of the Company’s shares held by the Company’s directors, officers and senior advisors.
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Q. How do I exercise
my redemption rights?
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A.
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In order
to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern Daylight Savings Time on such date that is two
business days before the 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.
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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.
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Q. Would I still be
able to exercise my redemption rights if I vote against or abstain from voting on the Extension Amendment?
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A.
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Public shareholders may elect to redeem their shares for a pro rata portion
of the funds available in the Trust Account in connection with the Extension Amendment regardless of how such public shareholders
vote in regard to those amendments or otherwise at the special meeting. However, the Company will not proceed with the Extension
Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less
than $5,000,001. In the event that the redemption of public shares causes the net tangible assets to be less than $5,000,001 and
the Extension Amendment is not proceeded, the Company will be required to dissolve and liquidate its trust account by returning
the then remaining funds in such account to the public shareholders. If you abstain from voting on the Extension Amendment, then
you will not be eligible to redeem your shares. Public shareholders are not required to affirmatively vote either for or against
the Extension Amendment in order to redeem their shares for a pro rata portion of the funds held in the trust account. This means
that public shareholders who hold public shares on or before such date that is two business days before the special meeting may
elect to redeem their shares whether or not they are holders of the record date, and whether or not they vote for the proposal
of the extension amendment. 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 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.
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Q. What will happen to my warrants or
rights if the Extension Amendment is approved?
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A.
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If the Extension
Amendment is approved (and not abandoned), holders of public warrants will continue to have five years from the consummation
of the Company’s initial business combination to exercise such warrants. In addition, each holder of a right will be
entitled to receive one-tenth of a share upon consummation of our initial business combination. If the Extension Amendment
is not approved, the Company’s warrants and rights will expire worthless.
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Q. What is the deadline
for voting my shares?
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A.
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If you
are a shareholder of record, you may mark, sign, date and return the enclosed proxy card, which must be received before the
special meeting, in order for your shares to be voted at the special meeting. If you are a beneficial owner, please read the
voting instruction form provided by your bank, broker, trust or other nominee for information on the deadline for voting your
shares.
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Q. Is my vote confidential?
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A.
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Proxies,
ballots and voting tabulations identifying shareholders are kept confidential and will not be disclosed except as may be necessary
to meet legal requirements.
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Q. Where will
I be able to find the voting results of the special meeting?
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A.
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We will announce
preliminary voting results at the special meeting. The final voting results will be tallied by the inspector of election and
published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four
business days following the special meeting.
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Q.
Who bears the cost of soliciting proxies?
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A.
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The
Company 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, the Company, 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.
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Q: How can
I submit my proxy or voting instruction form?
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A.
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Whether you are
a shareholder of record or a beneficial owner, you may direct how your shares are voted without attending the special meeting.
If you are a shareholder of record, you may submit a proxy to direct how your shares are voted at the special meeting, or
at any adjournment or postponement thereof. Your proxy can be submitted by completing, signing and dating the proxy card you
received with this proxy statement and then mailing it in the enclosed prepaid envelope. If you are a beneficial owner, you
must submit voting instructions to your bank, broker, trust or other nominee in order to authorize how your shares are voted
at the special meeting, or at any adjournment or postponement thereof. Please follow the instructions provided by your bank,
broker, trust or other nominee.
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Submitting a proxy
or voting instruction form will not affect your right to vote in person should you decide to attend the special meeting. However,
if your shares are held in the “street name” of your broker, bank or another nominee, you must obtain a proxy
from the broker, bank or other nominee to vote in person at the special meeting. That is the only way we can be sure that
the broker, bank or nominee has not already voted your shares.
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Q. How do
I change my vote?
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A.
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If
you have submitted a proxy card to vote your shares and wish to change your vote, you may do so by delivering a later-dated,
signed proxy card to the Company’s secretary prior to the date of the special meeting or by voting in person at
the special meeting. Attendance at the special meeting alone will not change your vote.
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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.
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Q. Who can help answer
my questions?
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A.
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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
or
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
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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 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
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
proxy statement and the documents to which we refer in it contain “forward-looking statements” as that term is defined
by the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements that do not relate to
historical or current facts or matters are forward-looking statements. You can identify forward-looking statements in part by
the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,”
“intend,” “should,” “may” and other similar expressions, although not all forward-looking
statements contain these identifying words. These forward-looking statements are based on information available to the Company
as of the date of the proxy materials and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties.
There can be no assurance that actual results will not differ materially from current expectations, forecasts and assumptions.
Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent
to the date hereof or (if earlier) the date of their expression, and the Company undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date they were made.
Some
factors that could cause actual results to differ include from current expectations, forecasts and assumptions include:
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the
ability of the Company to effect the Extension Amendment and consummate the Business Combination;
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unanticipated
delays in the distribution of the funds from the Trust Account; and
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claims
by third parties against the Trust Account.
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You
should carefully consider these risks, in addition to the risks factors set forth in our other filings with the SEC, including
the final prospectus related to our IPO dated October 24, 2018 (Registration No. 333-227652), our Annual Report on Form 10-K
for the fiscal year ended December 31, 2019, and our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2019
June 30, 2019 and March 31, 2019. The documents we file with the SEC, including those referred to above, also discuss some of
the risks that could cause actual results to differ from those contained or implied in our forward-looking statements. See “Where
You Can Find More Information” for additional information about our filings.
SUMMARY
This
section summarizes information related to the proposals to be voted on at the special meeting of shareholders (the “special
meeting”). These matters are described in greater detail elsewhere in this proxy statement. You should carefully read this
entire proxy statement and the other documents to which it refers you. See “Where You Can Find More Information.”
The
Company
We
were incorporated on February 16, 2018 as a British Virgin Islands company for the purpose of entering into a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target
businesses. Our efforts to identify a prospective target business are not limited to any particular industry or geographic location.
We intend to utilize cash derived from the proceeds of our initial public offering, our securities, debt or a combination of cash,
securities and debt, in effecting our initial business combination.
On
October 26, 2018, we consummated our initial public offering (the “IPO”) of 10,000,000 units. Each unit consists of
one ordinary share (the “Ordinary Shares”), one redeemable warrant to purchase one-half of one Ordinary Share, and
one right to receive 1/10 of an Ordinary Share upon the consummation of an initial business combination. The units were sold at
an offering price of $10.00 per unit, generating gross proceeds of $100,000,000. We granted the underwriters a 45-day option to
purchase up to 1,500,000 additional units to cover over-allotments. Simultaneously with the closing of the IPO, we consummated
a private placement with Hong Ye Hong Kong Shareholding Co., Limited (“Hong Ye” or the “Sponsor”), of
300,000 private units at a price of $10.00 per private unit, generating gross proceeds of $3,000,000. On October 26, 2018, a total
of $100,000,000 of the net proceeds from the sale of the units in the IPO and the sale of the private units in the private placement
were placed in a trust account established for the benefit of our public shareholders.
On
November 20, 2018, the underwriters exercised the over-allotment option in part and purchased an additional 1,487,992 units, which
were sold at an offering price of $10.00 per unit, generating gross proceeds of $14,879,920. Simultaneously with the sale of the
over-allotment units, we consummated another private placement with the Sponsor of 29,760 private units at a price of $10.00 per
private unit, generating total additional gross proceeds of $297,600. On November 20, 2018, the underwriters waived its right
to exercise the reminder of the over-allotment option. As of November 20, 2018, an additional $14,879,920 of the net proceeds
from the sale of the over-allotment units and the additional units in the private placement were placed in the trust account established
for the benefit of our public shareholders, bringing the aggregate amount placed in such trust account to be $114,879,920.
Our
management has broad discretion with respect to the specific application of the net proceeds of the IPO and the private placements,
although substantially all the net proceeds are intended to be applied generally towards consummating a business combination.
Since
our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently
have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale
of our securities and loans from Hong Ye Hong Kong Shareholding Co., Limited, our sponsor (“Sponsor”) and other parties
to fund our operations.
As
of December 31, 2019, $477,154 of cash was held outside of the Trust Account and was available for working capital purposes. Interest
earned on the Trust Account balance through December 31, 2019 available to be released to us for the payment of income tax obligations
amounted to approximately $120,685,169.58. As of the date of this proxy statement, the Sponsor has loaned us an aggregate of $1,366,725,
among which, $780,000 was in the form of a convertible note. In addition, in connection with the previous extensions, the Company
issued promissory notes in the aggregate amount of $1,930,000 to several third parties.
Our
search for a business combination, and any target business with which we ultimately consummate an initial business combination,
may be materially adversely affected by the recent coronavirus (COVID-19) outbreak. A significant outbreak of COVID-19 and other
infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets
worldwide, and the business of any potential target business with which we consummate a business combination could be materially
and adversely affected.
As
of the date of this report, we have not entered into any definitive agreements, for the purpose of acquiring, engaging in a share
exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual
arrangements with, or engaging in any other similar business combination with one or more businesses or entities. Our board has
decided to seek shareholders’ approval to amend our M&A to extend the time we need to consummate an initial business
combination from October 26, 2020 to April 26, 2021 or an earlier date as decided by the board and provide public shareholder
the opportunity to redeem their public shares in connection with such amendment.
The
mailing address of the Company’s principal executive office is Room 1001, 10/F, Capital Center, 151 Gloucester Road, Wanchai,
Hong Kong.
Change
of Officer and the Directors of the Board
On
March 30, 2020, Mr. Ben (Bin) Wang, for personal reasons, resigned from his positions as Chairman of the Board of Directors (the
“Board”) and the Chief Executive Officer of the Company. On the same day, the Board accepted Mr. Wang’s
resignation, effective immediately. Mr. Wang’s decision did not result from a disagreement with the Company on any matter
relating to the Company’s operations, policies or practices.
In
connection with Mr. Wang’s resignation, on March 30, 2020, the Board appointed Ms. Guan Wang, the treasurer and one of the
Directors of the Company as the Chairman of the Board and the Chief Executive Officer of the Company to fill the vacancy, effective
immediately.
As
previously disclosed in the Current Report on Form 8-K the Company filed with the U.S. Securities and Exchange Commission (the
“SEC”) on October 17, 2019, in order to satisfy Nasdaq listing standards that the majority of the Board of
the Company be independent, Mr. Keqing (Kevin) Liu voluntarily resigned from his position as a director of the Company effective
on October 11, 2019. Mr. Liu’s decision did not result from a disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
On
July 29, 2020, the Board of Directors (the “Board”) re-elected Mr. Liu as a member to the Board of the Company,
effective immediately. As a result, the Board currently have two executive directors and three independent directors.
Nasdaq
Notice of Failure to Satisfy a Continued Listing Rule or Standard
On
September 1, 2020, we received a written notice (the “Notice”) from the Listing Qualifications Department of
The Nasdaq Stock Market (“Nasdaq”) indicating that we were not in compliance with Listing Rule 5550(a)(3) (the
“Minimum Public Holders Rule”), which requires us 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 our securities on the Nasdaq Capital Market.
The
Notice states that hawse have 45 calendar days to submit a plan to regain compliance
with the Minimum Public Holders Rule. We
intend to submit a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. If Nasdaq
accepts our plan, Nasdaq may grant the
us an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public
Holders Rule. If Nasdaq does not accept our plan, we will
have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
The
background of Business Combination
From
the date of our IPO till now, we contacted and were introduced to numerous potential target companies with the objective of consummating
an acquisition. We reviewed the potential acquisition targets based on the same criteria discussed below and used in evaluating
a 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. We 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.
During this process, we reviewed and evaluated more than 43 potential target companies and signed letter of intent or memo mutual
understanding with three of them. Though two letter of intent expired after their respective terms, we are in active pursuit with
a potential target.
On
September 18, 2019, we issued an unsecured promissory note in the amount of $1,148,800 (the “GN Note 1”) to Global
Nature Investment Holdings Limited (“Global Nature”) to fund a three-month extension payment and, accordingly, $1,148,799
was deposited into the trust account. GN Note 1 was issued in connection with a non-binding letter of intent entered into by and
between Global Nature and us on September 13, 2019, to consummate a potential business combination with Global Nature (the “LOI”).
The
GN Note 1 is non-interest bearing and is payable on the date on which we consummate our initial business combination with
Global Nature or another qualified target company (a “Qualified Business Combination” and such date, the “Maturity
Date”), subject to certain mandatory repayment arrangement set forth in the GN Note 1. The principal balance may be prepaid
at any time without penalty. Pursuant to the GN Note 1, in the event that the Global Nature notifies us in written that it does
not wish to proceed with the Qualified Business Combination (the “Withdrawal Request”), we shall only be obligated
to repay the Note, as follows: (i) the full principal amount of the GN Note 1 within 5 business days of such Withdrawal Request
if such Withdrawal Request is given on or before September 24, 2019; (ii) 50% of the principal amount of the GN Note 1 within
5 business days of such Withdrawal Request if the Withdrawal Request is given from after September 24, 2019 and on or before October
15, 2019 or the date the subscription amount of this GN Note 1 is transferred into the trust account (whichever is later); (iii)
50% of the principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after Alberton’s
business combination if the Withdrawal Request is given from after October 15, 2019 or the date the subscription amount of this
Note is transferred into the trust account (whichever is later); or (iv) the full principal amount of the Note as soon as possible
with best efforts but no later than 5 business days after Alberton’s business combination or the date of expiry of the term
of Alberton (whichever is earlier), if the parties have not entered into a definitive agreement with regard to the Qualified Business
Combination within 45 days from the date of the GN Note 1 as a result of the disagreement on the valuation of the Qualified Business
Combination. On March 12, 2020, we received the Withdrawal Request from Global Nature that it did not wish to proceed with the
Qualified Business Combination. The parties are in discussion of the repayment of the GN Note 1 which shall be repaid as soon
as possible with best efforts but no later than 5 business days after our business combination or the date of expiry of the term
of us (whichever is earlier).
On
December 3, 2019, we, upon receipt of the principal, issued an unsecured promissory note in the aggregate principal amount of
$500,000 (the “GN Note 2”, together with GN Note 1, the “GN Notes”) to Global Nature, its registered assignees
or successor in interest as working capital.
The
GN Note 2 is non-interest bearing and is payable on the earlier date of (i) that we consummate a Qualified Business Combination,
and (ii) expiry of the term of us. The principal balance may be prepaid prior to the Maturity Date without penalty. Pursuant to
the GN Note 2, in the event that (i) the parties do not agree with the valuation of the Qualified Business Combination; (ii) a
definitive agreement with regard to the Qualified Business Combination with the Payee is not entered into within 45 days from
the date of this GN Note 2; or (iii) the Qualified Business Combination is not consummated for any reason prior to the date of
expiry of the term of us, we shall repay the principal amount of the GN Note 2 no later than 5 business days after our initial
business combination or the date of expiry of the term of Alberton, whichever is earlier. As a result that the parties did not
enter into a definitive agreement within 45 days from the GN Note 2, such note becomes payable no later than 5 business days after
our initial business combination or the date of expiry of the term of us.
On
December 3, 2019, the Company issued an unsecured promissory note (“GN Note 2”) in the aggregate principal amount
of $500,000 to Global Nature. The GN Note 2 was issued in order to fund our working capital needs.
On
January 23, 2020, we deposited $1,148,800 into the trust account to extend the time available for us to complete a business combination
from January 24, 2020 to April 27, 2020. The extension deposit was partially funded from a $780,000 loan provided by the Sponsor
and partially from a $368,800 from our working capital. In connection with the loan provided by the Sponsor, we issued a promissory
note (the “Sponsor Note”) to the Sponsor in the aggregate principal amount of $780,000. The Sponsor Note is non-interest
bearing and is payable on the date on which we consummate our initial business combination. The sponsor, however, has the
right to convert the Sponsor Note, in whole or in part, into our private units, as described in the public offering prospectus
we filed with the Securities and Exchange Commission on October 24, 2018, file No. 333-227652.
On
April 17, 2020, we issued an unsecured promissory note in the aggregate principal amount of $500,000 (the “AMC Note”)
to Qingdao Zhongxin Huirong Distressed Asset Disposal Co, Ltd. (“AMC Sino”), a PRC company based in Qingdao, China,
its registered assignees or successor in interest (the “Payee”). The AMC Note was issued in connection with a non-binding
letter of intent entered into by and between us and Zhongxin AmcAsset Limited (“AmcAsset”), a holding company incorporated
in the British Virgin Islands, to consummate a potential business combination with AmcAsset. AmcAsset is a transnational distressed
asset management company with foothold in the U.S. and China, and undergoing global expansion. AmcAsset holds 100% equity interest
of Quest Mark Capital Inc., a California corporation located in Los Angeles, and Qingdao Zhongbiao Distressed Asset Management
Co., Ltd (“Zhongbiao”), to which AMC Sino is related. The principle of the AMC Note of $500,000 will be paid in installments
according to the needs of us, with the first payment of no less than $100,000 to be made within one business day after execution
of the AMC Note. The AMC Note is non-interest bearing and is payable on the date on which we consummate its initial business
combination with Payee or another qualified target company, subject to certain mandatory repayment arrangement set forth
in the AMC Note. The principal balance may be prepaid at any time without penalty. As of the date hereof, AMC Sino effected only
$100,000 to us.
On
April 20, 2020, the Company announced that it has agreed that if the April Extension (defined as below) is approved, for the aggregate
public shares that are not redeemed by the Company’s shareholders in connection with the April Extension (collectively,
the “April Remaining Shares”, each, a “April Remaining Share”), for each monthly period, or portion thereof,
that was needed by the Company to complete an initial business combination during the April Extension, it would deposit $60,000
per month in the trust account (the “April Cash Contribution”). The April Cash Contribution shall be deposited as
additional interest on the proceeds in the trust account and shall be distributed pro rata as a part of redemption amount to each
April Remaining Share in connection with a future redemption. In addition, at the earlier date of the consummation of its initial
business combination and the expiry of the April Extension, the Company shall issue a dividend of one warrant to purchase one-half
of one ordinary share for each April Remaining Share. Each such warrant is identical to the warrants included in the units sold
in the Company’s initial public offering (the “Dividend”, collectively with the April Cash Contribution, the
“April Revised Contribution”). The April Revised Contribution replaced the $0.02 per public share per month that was
previously disclosed in the Company’s definitive proxy statement filed and mailed to shareholders in connection with the
April Extension on March 31, 2020.
In
addition, the April Cash Contribution is subject to the following deposit schedule (the “Deposit Schedule”): the aggregate
amount of the cash contribution of first two months of $120,000 shall be deposited into the trust account within 7 business days
of April 27, 2020 and the cash contribution of each subsequent month of $60,000 shall be deposited into the trust account with
7 business days of 27th day of such month. The Company was also advised by Mrs. Guan Wang, its Chief Executive Officer and Chairwoman,
that she may contribute to the Company as loan for any remaining balance of the April Cash Contribution on as needed basis in
a timely manner. As of the date hereof, the Company deposited $100,000 of the AMC Note into the trust account as the part of the
cash contribution of the first two months pursuant to the Deposit Schedule with the remaining $20,000 advanced by our Sponsor,
the sole shareholder of which is Mrs. Guan Wang. Additionally, the Company has deposited an aggregate amount of $300,000 of the
cash contribution for 5 months pursuant to the Deposited Schedule.
On
April 23, 2020, the Company held a special shareholder meeting, at which the proposal to extend the date by which the Company
must complete its initial business combination from April 27, 2020 to October 26, 2020 or such earlier date as determined by the
Board (the “April Extension”) was voted on and approved.
As
of the date of this report, we have not entered into any definitive agreements, for the purpose of acquiring, engaging in a share
exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual
arrangements with, or engaging in any other similar business combination with one or more businesses or entities. Our board has
decided to seek shareholders’ approval to amend our M&A to extend the time we need to consummate an initial business
combination from October 26, 2020 to April 26, 2021 or an earlier date as decided by the board and provide public shareholder
the opportunity to redeem their public shares in connection with such amendment.
The
Extension Amendment
The
Extension Amendment
The
Company is proposing to amend its 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 the M&A to
include an additional regulation 47.15 in the Articles of Association in the form set forth in Annex A.
All
holders of the Company’s public shares, whether they vote for or against the Extension Amendment or for or against the Extended
Termination Date or do not vote at all in either case, will be permitted to convert all or a portion of their public shares into
their pro rata portion of the trust account, provided that the Extension is implemented. Holders of public shares do not need
to be a holder of record on the record date in order to exercise conversion rights. We will not proceed with the Extension if
we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment and the Extended Termination
Date, after taking into account the Conversion.
The closing price of the Company’s ordinary shares on
the record date was $10.73. The Company cannot assure shareholders that they will be able to sell their shares in the open market,
even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in
its securities when such shareholders wish to sell their shares.
Although
the approval of the Extension Amendment is essential to the implementation of the Board’s plan to extend the date by which
the Company must consummate its initial business combination, the Board will retain the right to abandon and not implement the
Extension Amendment at any time without any further action by shareholders.
If
the Extension Amendment is not Approved
If
the Extension Amendment is not approved and a business combination is not consummated by the Current Termination Date, the Company
will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the outstanding public shares, at a per share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Fund (as defined in the Trust Agreement) including interest earned on the funds held in the
Trust Fund and not previously released to the Company to pay its taxes, divided by the number of then public shares in issue,
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 the Company’s remaining shareholders and the directors, liquidate and dissolve,
subject in each case to its obligations under the laws of the British Virgin Islands to provide for claims of creditors and the
requirements of other applicable law. In connection with our redemption of 100% of our outstanding public shares for a portion
of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the trust account
(less the net interest earned thereon to pay dissolution expenses), plus any pro rata interest earned on the funds held in the
Trust Account and not previously released to us for payment of taxes due on such funds. Holders of rights or warrants will receive
no proceeds in connection with the liquidation with respect to such rights or warrants, which will expire worthless. The Company
would expect to pay the costs of liquidation from its remaining assets outside of the trust fund or available to the Company from
interest income on the Trust Account’s balance.
If
the Extension Amendment is Approved
Under
the terms of the proposed Extension Amendment, public shareholders may make the Election.
If
the Extension Amendment is approved by holders of sixty-five percent (65%) or more of votes of the Company’s shares cast
at the special meeting (in person or by proxy) at the special meeting and voting on the Extension Amendment and not abandoned,
the Company will file amended version of the M&A with the Registrar of Corporate Affairs in the British Virgin Islands incorporating
the additional Regulation 47.15 therein in the form of Annex A hereto. The Company will remain a reporting company under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and its units, shares, warrants and rights will remain publicly
traded. The Company will then continue to work to consummate a business combination until the Extended Termination Date.
You
are NOT being asked to vote on any proposed business combination at this time. If the Extension Amendment is approved and
you do not elect to have your public shares redeemed now, you will retain the right to vote on any proposed business combination
when and if one is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account
in the event a proposed business combination is approved and completed or the Company has not consummated a business combination
by the Extended Termination Date.
If
the Extension Amendment is approved (and not abandoned), the removal of the funds in connection with the redemption from the Trust
Account may significantly reduce the amount remaining in the Trust Account and increase the percentage interest of the Company’s
shares held by the Company’s directors, officers and senior advisors.
Additionally,
the Company’s M&A provides that the Company shall not consummate any business combination if the redemption of public
shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001, which could be impacted
by the reduction in the Trust Account.
Possible
Claims Against and Impairment of the Trust Account
In
considering the Extension Amendment, the Company’s shareholders should be aware that if the Extension Amendment is approved
(and not abandoned), the Company will incur additional expenses in seeking to identify target business to complete an initial
business combination, in addition to expenses incurred in proposing the Extension Amendment. Our Sponsor has loaned $1,366,725
in aggregate to the Company, all evidenced by two promissory notes issued by the Company. The note become due on the date on which
the Company consummates a business combination and carry no interest. The note with $780,000 as the principal amount is convertible,
in whole or in part, at the payee’s election, upon the consummation of the Business Combination, into units, at a price
of $10.00 per unit. These units, once issued pursuant to the terms and conditions set forth in the promissory notes, will be identical
to the private units issued in a private placement in connection with the IPO. In addition, in connection with the previous extensions,
the Company issued promissory notes in the aggregate amount of $1,930,000 to several third parties. If we do not have sufficient
funds available to conduct the normal operations of the business or to consummate an initial business combination, we will need
to seek additional working capital from our Sponsor for these purposes. If we consummate an initial business combination, we would
repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working
capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such
repayment, other than interest on such proceeds.
If
the Company is unable to complete a business combination within the required time period, our Sponsor, Hong Ye Hong Kong Shareholding
Co., Limited (“Hong Ye”), 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 the Company for services rendered
or contracted for or products sold to it, 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 of our IPO. In the event that an executed
waiver is deemed to be unenforceable against a third party, Hong Ye will not be responsible to the extent of any liability for
such third party claims. We cannot assure you, however, that, Hong Ye would be able to satisfy those obligations. None of our
officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target
businesses. In the event that the proceeds in the Trust Account are reduced below $10.00 per share and Hong Ye 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 on our behalf whether to take legal action against Hong Ye to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against Hong Ye 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
on our behalf, the amount of funds in the Trust Account available for distribution to our public shareholders may be reduced below
$10.00 per share. You should read this proxy statement carefully for more information concerning this possibility and other consequences
of the adoption of the Extension Amendment.
The
Special Meeting
Date,
Time and Place. The special meeting of the Company’s shareholders will be held at 9:30 a.m., Eastern Daylight Savings
Time, at Alberton’s corporate headquarter, located at 11th Floor, South Tower, Tongye Tower, 7008 North Ring Avenue, Futian
District, Shenzhen, China, on October 26, 2020.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the special meeting, if you owned the Company’s
shares at the close of business on September 18, 2020, the record date for the special meeting. You will have one vote per proposal
for each share you owned at that time. The Company’s warrants and rights do not carry voting rights. At the close of business
on September 18, 2020, there were 14,689,750 outstanding shares, each of which entitles its holder to cast one vote per proposal.
Votes
Required. Approval of the Extension Amendment will require the affirmative vote of holders of sixty-five percent (65%) or
more of the votes of the Company’s shares cast (in person or by proxy) at the special meeting and voting on the proposal
of the Extension Amendment provided that there is a quorum at the meeting. The affirmative vote of a majority of the Company’s
shares present (in person or by proxy) at the special meeting and voting on the proposal will be required to direct the chairman
of the special meeting to adjourn the special meeting.
If
you do not want the Extension Amendment to be approved, you must abstain, not vote, or vote against such proposal. You will be
entitled to redeem your shares for cash in connection with this vote only if you vote for or against the Extension Amendment and
elect to redeem your shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension
Amendment (the “Election”). If the Extension Amendment is approved (and not abandoned), you will be entitled to redeem
your shares for a pro rata portion of the funds available in the Trust Account only if you made the Election. However, if you
abstain from voting on the Extension Amendment, then you will not be eligible to redeem your shares.
If
you do not make the Election, you will retain the opportunity to redeem your public shares in connection with an initial business
combination, subject to any limitations set forth in the M&A and the limitations contained in any transaction document in
connection with such initial business combination. In addition, public shareholders who vote for the Extension Amendment and do
not make the Election would be entitled to redemption if the Company has not completed a business combination by the Extended
Termination Date.
Whether
or not the Extension Amendment is approved, if a business combination is not completed by the date specified in the Company’s
M&A (including any later date if the Extension Amendment is approved and not abandoned), the public shares of such holders
will be redeemed in accordance with the terms of the M&A promptly following such date.
Redemption. If
you are a public shareholder, you may demand redemption of your shares by checking the box on the proxy card provided for that
purpose and returning the proxy card in accordance with the instructions provided, and, at the same time, ensuring your bank or
broker complies with the requirements identified herein. You will only be entitled to receive cash for these shares if you continue
to hold them until the effective date of the Extension Amendment.
See
the section entitled “Reasons for the Extension Amendment— Redemption Procedure” for more information on how
to demand redemption of your shares.
Proxies;
Board Solicitation. Your proxy is being solicited by the Company’s board of directors to approve the proposals set forth
herein to be presented to shareholders at the special meeting. Proxies may be solicited in person or by telephone. If you grant
a proxy, you may still revoke your proxy and vote your shares in person at the special meeting.
The
Company has retained Advantage Proxy to assist it in soliciting proxies. If you have questions about how to vote or direct a vote
in respect of your shares, please call our proxy solicitor, Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.
The Company has agreed to pay Advantage Proxy a fee of $5,000 for its services and reimburse its expenses up to $500 in connection
with the special meeting.
Material
U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights
The
following is a discussion of the material U.S. federal income tax considerations for holders of Alberton ordinary shares that
elect to have their Alberton ordinary shares redeemed for cash if the acquisition 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
Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect 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:
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certain
U.S. expatriates;
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traders
in securities that elect mark-to-market treatment;
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U.S.
Holders (as defined below) whose functional currency is not the U.S. dollar;
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financial
institutions; mutual funds;
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qualified
plans, such as 401(k) plans, individual retirement accounts, etc.;
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regulated
investment companies (or RICs);
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real
estate investment trusts (or REITs);
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persons
holding Alberton ordinary shares as part of a “straddle,” “hedge,” “conversion
transaction,” “synthetic security,” or other integrated investment;
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persons
subject to the alternative minimum tax provisions of the Code;
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tax-exempt
organizations;
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persons
that actually or constructively own 5 percent or more of Alberton ordinary shares; and
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Redeeming
non-U.S. Holders (as defined below, and except as otherwise discussed below).
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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 CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING
THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S.
Federal Income Tax Considerations to U.S. Alberton Shareholders
This
section is addressed to Redeeming U.S. Holders of Alberton ordinary shares that elect to have their Alberton ordinary shares redeemed
for cash as described in the section entitled “Special Meeting — Redemption Rights.” For purposes of
this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its Alberton ordinary shares
and is, for U.S. federal income tax purposes:
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a
citizen or resident of the United States;
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a
corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under
the laws of the United States or any political subdivision thereof;
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an
estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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any
trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons
have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as
a U.S. person.
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A
Redeeming U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the
redemption and such shareholder’s adjusted basis in the Alberton ordinary shares exchanged therefore if the Redeeming U.S.
Holder’s ownership of stock in Alberton is completely terminated or if the redemption meets certain other tests described
below. Special constructive ownership rules under Section 318 of the Code apply in determining whether a Redeeming U.S. Holder’s
ownership of stock in Alberton is treated as completely terminated. Pursuant to these constructive ownership rules, a Redeeming
U.S. Holder will be deemed to own stock that is actually or constructively owned by certain members of his or her family (spouse,
children, grandchildren, and parents) and other related parties including, for example, certain entities in which such Redeeming
U.S. Holder has a direct or indirect interest (including partnerships, estates, trusts and corporations), as well as shares of
stock that such Redeeming U.S. Holder (or a related person) has the right to acquire upon exercise of an option or conversion
right. In addition, if a shareholder lives in a community property state, the community property laws of that state may have an
effect on the constructive ownership rules. Certain exceptions to the family attribution rules apply for the purpose of determining
a complete termination. If a Redeeming U.S. Holder intends to rely upon these exceptions, the Redeeming U.S. Holder must file
a “waiver of family attribution” statement with the shareholder’s tax return and must comply with certain
other requirements set forth in the Code and the income tax regulations promulgated thereunder. If gain or loss treatment applies,
such gain or loss will be long-term capital gain or loss if the holding period of such stock is more than one year at the time
of the exchange. Shareholders who hold different blocks of Alberton ordinary shares (generally, Alberton ordinary shares purchased
or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply
to them.
Cash
received upon redemption that does not completely terminate the Redeemed U.S. Holder’s interest will still give rise to
capital gain or loss, if the redemption is either (i) “substantially disproportionate” or (ii) “not
essentially equivalent to a dividend.” In determining whether the redemption is substantially disproportionate or not
essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not
just stock he, she, or it actually owned but also, in some cases, stock owned by certain family members, certain estates and trusts
of which the Redeeming U.S. Holder is a beneficiary, and certain other affiliated entities.
Generally,
the redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the
Redeeming U.S. Holder’s percentage ownership of the outstanding voting stock (including all classes which carry voting rights)
of Alberton is reduced immediately after the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest
in such stock immediately before the redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding
ordinary shares (both voting and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership
immediately before the redemption; and (iii) the Redeeming U.S. Holder owns, immediately after the redemption, less than 50% of
the total combined voting power of all classes of stock of Alberton entitled to vote. Whether the redemption will be considered
“not essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will depend upon the particular
circumstances of that Redeeming U.S. Holder. At a minimum, however, the redemption must result in a meaningful reduction in the
Redeeming U.S. Holder’s actual or constructive percentage ownership of Alberton.
The
IRS has ruled that any reduction in a shareholder’s proportionate interest generally is a “meaningful reduction”
if the shareholder’s relative interest in the corporation is minimal and the shareholder does not have meaningful control
over the corporation. (See, Rev. Rules. 75-512 and 76-385)
If
none of the redemption tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder
will be treated as dividend income for U.S. federal income tax purposes to the extent of our current or accumulated earnings and
profits. However, for the purposes of the dividends-received deduction and of “qualified dividend” treatment,
due to the redemption right, a Redeeming U.S. Holder may be unable to include the time period prior to the redemption in the shareholder’s
“holding period” as part of the Redeeming U.S. Holder’s determination as to whether such gain or loss
would be treated as short term or long term for U.S. federal income tax purposes. Any distribution in excess of our earnings and
profits will reduce the Redeeming U.S. Holder’s basis in the Alberton ordinary shares (but not below zero), and any remaining
excess will be treated as gain realized on the sale or other disposition of the Alberton ordinary shares.
These
rules are complex and U.S. holders of Alberton ordinary shares considering exercising their redemption rights should consult their
own tax advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.
Certain
Redeeming U.S. Holders who are individuals, estates, or trusts pay a 3.8% tax on all or a portion of their “net investment
income” or “undistributed net investment income” (as applicable), which may include all or a portion
of their capital gain or dividend income from their redemption of Alberton ordinary shares. Redeeming U.S. Holders should consult
their tax advisors regarding the effect, if any, of the net investment income tax.
U.S.
Federal Income Tax Considerations to Non-U.S. Alberton Shareholders
This
section is addressed to Redeeming non-U.S. holders of Alberton ordinary shares that elect to have their Alberton ordinary shares
redeemed for cash as described in the section entitled “Special Meeting — Redemption Rights.” For purposes
of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a partnership) that so
redeems its Alberton ordinary shares and is not a Redeeming U.S. Holder.
Except
as discussed in the following paragraph, a Redeeming Non-U.S. Holder who elects to have its Alberton ordinary shares redeemed
will generally be treated in the same manner as a U.S. Holder for U.S. federal income tax purposes. See the discussion above under
“U.S. Federal Income Tax Considerations to U.S. Alberton Shareholders.”
Any
redeeming Non-U.S. Holder will generally not be subject to U.S. federal income tax on any capital gain recognized as a result
of the exchange unless:
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such
shareholder is an individual who is present in the United States for 183 days or more during the taxable year in which the redemption
takes place and certain other conditions are met, in which case the Redeeming Non-U.S. Holder will be subject to a 30% tax on
the individual’s net capital gain for the year; or
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such
shareholder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated as effectively
connected with such trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment
maintained by such holder in the United States), in which case the Redeeming Non-U.S. Holder will generally be subject to the
same treatment as a Redeeming U.S. Holder with respect to the exchange, and a corporate Redeeming Non-U.S. Holder may be subject
to the branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty).
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With
respect to any redemption treated as a distribution rather than a sale, any amount treated as dividend income to a Redeeming Non-U.S.
Holder will generally be subject to U.S. withholding tax at a rate of 30%, unless the Redeeming Non-U.S. Holder is entitled to
a reduced rate of withholding under an applicable income tax treaty. Dividends received by a Redeeming Non-U.S. Holder that are
effectively connected with such holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, such
dividends are attributable to a permanent establishment maintained by the Redeeming Non-U.S. Holder in the United States), are
includible in the Redeeming Non-U.S. Holder’s gross income in the taxable year received. Although generally not subject
to withholding tax, such dividends are taxed at the same graduated rates applicable to Redeeming U.S. Holders, net of certain
deductions and credits, subject to an applicable income tax treaty providing otherwise. In addition, dividends received by a corporate
Redeeming Non-U.S. Holder that are effectively connected with the holder’s conduct of a U.S. trade or business may also
be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.
Non-U.S.
holders of Alberton ordinary shares considering exercising their redemption rights should consult their own tax advisors as to
whether the redemption of their Alberton ordinary shares will be treated as a sale or as a distribution under the Code.
Under
the Foreign Account Tax Compliance Act (“FATCA”) and U.S. Treasury regulations and administrative guidance
thereunder, a 30% United States federal withholding tax may apply to any dividends paid to (i) a “foreign financial institution”
(as specifically defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless
such foreign financial institution agrees to verify, report, and disclose its United States “account” holders
(as specifically defined in FATCA) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether
such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that
the beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer
identification number of each such substantial United States owner and certain other specified requirements are met. In many cases,
the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to
be in compliance with, these rules under the terms of an intergovernmental agreement between their home country and the United
States. Redeeming Non-U.S. Holders should consult their own tax advisors regarding this legislation and whether it may be relevant
to their disposition of Alberton ordinary shares, rights or warrants.
Backup
Withholding
In
general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate U.S.
shareholder that:
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fails
to provide an accurate taxpayer identification number;
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is
notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income
tax returns; or
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in
certain circumstances, fails to comply with applicable certification requirements.
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A
non-U.S. shareholder generally may eliminate the requirement for information reporting and backup withholding by providing certification
of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an
exemption.
Any
amount withheld under these rules will be creditable against the U.S. shareholder’s or non-U.S. shareholder’s U.S.
federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information
is timely furnished to the IRS and other applicable requirements are met.
We
urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and
effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in
connection with the Extension Amendment.
Company’s
Recommendation to Shareholders
After
careful consideration of all relevant factors, the Company’s board of directors has determined that the Extension Amendment
is fair to, and in the best interests of, the Company and its shareholders. The board of directors has approved and declared advisable
the Extension Amendment, and recommends that you vote “FOR” the adoption of the Extension Amendment. See the
section entitled “Reasons for the Extension Amendment — The Board’s Reasons for the Extension Amendment, its
Conclusion, and its Recommendation.”
Interests
of the Company’s Officers and Directors
When
you consider the recommendation of the Company’s board of directors, you should keep in mind that the Company’s executive
officers and members of the Company’s board of directors have interests that may be different from, or in addition to, your
interests as a shareholder. See the section entitled “Reasons for the Extension Amendment — Interests of the Company’s
Officers, Directors, Advisors and Majority Shareholder.”
Stock
Ownership
Information
concerning the holdings of certain of the Company’s shareholders is set forth below under “Beneficial Ownership of
Securities.”
THE
SPECIAL MEETING
The
Company is furnishing this proxy statement to its shareholders as part of the solicitation of proxies by the Company’s board
of directors for use at the special meeting. This proxy statement provides you with the information you need to know to be able
to vote or instruct your vote to be cast at the special meeting.
Date,
Time and Place. The special meeting will be held at 9:30 a.m., Eastern Daylight Savings Time, at Alberton’s corporate
headquarter, located at 11th Floor, South Tower, Tongye Tower, 7008 North Ring Avenue, Futian District, Shenzhen, China, on October
26, 2020.
Purpose. At
the special meeting, holders of the Company’s shares will be asked to approve the following proposals:
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To
amend the Company’s memorandum and articles of association dated October 24, 2018 (as amended to date and as may amended
from time to time, the “Memorandum and Articles of Association”), 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 the Company’s M&A to include an additional regulation 47.15 in the Articles of Association in
the form set forth in Annex A (the “Extension Amendment”);
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To
direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient
votes to approve the foregoing proposal.
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Although
the approval of the Extension Amendment is essential to the implementation of the Board’s plan to extend the date by which
the Company must consummate its initial business combination, the Board will retain the right to abandon and not implement the
Extension Amendment at any time without any further action by shareholders.
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment is fair to, and in the best
interests of, the Company and its shareholders. The Board has approved and declared advisable the Extension Amendment, and recommends
that you vote “FOR” the adoption of the Extension Amendment.
Because
of the business combination provisions of the Company’s Memorandum and Articles of Association, if an initial business combination
is not completed by the Current Termination Date, the Company will redeem the public shares for a pro rata portion of the funds
available in the Trust Account, unless shareholders approve the Extension Amendment.
The
special meeting has been called only to consider approval of the proposals set forth herein. No other business shall be transacted
at the special meeting.
You
are NOT being asked to vote on any proposed business combination at this time. If the Extension Amendment is approved and
you do not elect to have your public shares redeemed now, you will retain the right to vote on any proposed business combination
when and if one is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account
in the event a proposed business combination is approved and completed or the Company has not consummated a business combination
by the Extended Termination Date.
Record
Date; Who is Entitled to Vote. The record date for the special meeting is September 18, 2020. Record holders of the Company’s
shares at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. At the
close of business on the record date, there were 14,689,750 outstanding shares, (including 11,487,992 outstanding public shares),
each of which entitles its holder to cast one vote per proposal.
Votes
Required. Approval of the Extension Amendment will require the affirmative vote of holders of sixty-five percent (65%) or
more of the votes of the Company’s shares cast (in person or by proxy) at the special meeting and voting on the proposal
of the Extension Amendment provided that there is a quorum at the meeting. The affirmative vote of a majority of the Company’s
shares present (in person or by proxy) at the special meeting and voting on the proposal will be required to direct the chairman
of the special meeting to adjourn the special meeting.
The Company believes that
given the Company’s expenditure of time, effort and money on identifying the target business and completing its initial business
combination, circumstances warrant providing public shareholders an opportunity to consider an initial business combination with
the target business we identified. However, the Company’s IPO prospectus stated that if the effect of any proposed amendments
to the Company’s Memorandum and Articles of Association, if adopted, would delay the date on which a shareholder could otherwise
redeem shares for a pro rata portion of the funds available in the Trust Account, the Company will provide that, if such amendments
are approved by holders of sixty-five percent (65%) or more of the votes of the Company’s shares cast (in person or by proxy)
at the special meeting and voting on such amendments, public shareholders will have the right to redeem their public shares. Accordingly,
holders of public shares may elect to redeem their shares in connection with the Extension Amendment regardless of how such public
shareholders vote. The Company believes that such redemption right protects the Company’s public shareholders from having
to sustain their investments for an unreasonably long period if the Company failed to find a suitable acquisition in the timeframe
contemplated by the Memorandum and Articles of Association. However, the Company will not proceed with the Extension Amendment
if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001.
In the event that the redemption of public shares causes the net tangible assets to be less than $5,000,001 and the Extension Amendment
is not proceeded, the Company will be required to dissolve and liquidate its trust account by returning the then remaining funds
in such account to the public shareholders.
Our
search for a business combination, and any target business with which we ultimately consummate an initial business combination,
may be materially adversely affected by the recent coronavirus (COVID-19) outbreak. In December 2019, a novel strain of coronavirus
was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world,
including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease
(COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services
Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding
to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. A significant
outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the
economies and financial markets worldwide, and the business of any potential target business with which we consummate a business
combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued
concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s
personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. By April
17, the federal government approved disaster declarations for all states and territories. A second rise in infections began in
June 2020, following relaxed restrictions in several states.
The
extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain
and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain
COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for
an extensive period of time, our ability to consummate a business combination may be materially adversely affected.
All
public shareholders may make the Election. If the Extension Amendment is approved by the requisite vote of shareholders and not
abandoned, the remaining holders of public shares will retain their right to redeem their shares for a pro rata portion of the
funds available in the Trust Account upon consummation of an initial business combination, subject to any limitations set forth
in the M&A and limitations agreed to in any related agreements. In addition, public shareholders who vote for the Extension
Amendment and do not make the election would be entitled to redemption if the Company has not completed an initial business combination
by the Extended Termination Date.
At
the time the Extension Amendment becomes effective, the Company’s Trust Account proceeds will be used to pay, and in exchange
for surrender of shares, pro rata portions of the funds available in the Trust Account to the public shareholders making the Election
in lieu of later distributions to which they would otherwise be entitled.
Abstentions
will have no effect on the Extension Amendment or the other proposals in this proxy statement.
The
Company’s board of directors believes the current shareholders are not prejudiced by the proposed Extension Amendment since
all holders of public shares are concurrently being offered the opportunity to redeem their shares for a pro rata portion of the
funds available in the Trust Account.
All
of the Company’s directors, executive officers and their affiliates as well as other shareholders of the Company are expected
to vote any shares (including any public shares owned by them) in favor of the Extension Amendment and the other proposals set
forth herein. On the record date, these shareholders beneficially owned and were entitled to vote 6,696,811 shares, representing
approximately 45.56% of the Company’s issued and outstanding shares.
Voting
Your Shares. Each share that you own in your name entitles you to one vote per proposal. Your proxy card shows the number
of shares you own.
If
you are a shareholder with shares registered in your name, you may vote in person at the special meeting or by proxy card by completing,
signing, dating and mailing the enclosed proxy card in the envelope provided.
If
your shares are held in the “street name” of your broker, bank or another nominee, you must obtain a proxy from the
broker, bank or other nominee to vote in person at the special meeting. That is the only way we can be sure that the broker, bank
or nominee has not already voted your shares.
Revoking
Your Proxy and Changing Your Vote. If you give a proxy, you may revoke it at any time before the special meeting or at such
meeting by doing any one of the following:
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You
may send another proxy card with a later date;
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You
may notify Karen Smith, the Company’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 before the special meeting that you have revoked your proxy; or
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You
may attend the special meeting, revoke your proxy, and vote in person, as indicated above.
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Broker
Non-Votes. If your broker holds your shares in its name and you do not give the broker voting instructions, your broker will
not be permitted to vote your shares on the Extension Amendment. This is known as a “broker non-vote.” Broker non-votes
will have no effect on the Extension Amendment or the direction for election of the directors.
Questions
About Voting. The Company has retained Advantage Proxy to assist it in the solicitation of proxies. If you have any questions
about how to vote or direct a vote in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free) or
by email at ksmith@advantageproxy.com. You may also want to consult your financial and other advisors about the vote.
Solicitation
Costs. The Company is soliciting proxies on behalf of the Company’s board of directors. This solicitation is being made
by mail but also may be made in person. The Company and its respective directors, officers, employees and consultants may also
solicit proxies in person or by mail. The Company has agreed to pay Advantage Proxy a fee of $5,000 for its services and reimburse
its expenses up to $500 in connection with the special meeting.
The
Company will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals
and to obtain their authority to execute proxies and voting instructions. The Company will reimburse them for their reasonable
expenses.
Stock
Ownership. Information concerning the holdings of certain of the Company’s shareholders is set forth below under
“Beneficial Ownership of Securities.”
Redemption
Rights. Pursuant to our charter, 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 special meeting. If redemption demand is properly and timely made and the Extension Amendment is approved by
the shareholders, these shares under the redemption demand, 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 special meeting, less taxes payable).
In
order to exercise your redemption rights, you must:
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submit
a request in writing prior to 5:00 p.m., Eastern Daylight Savings Time on such date that is two business days prior to October
26, 2020 that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at
the following address:
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Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, NY 10004-1561
Attn:
Mark Zimkind
Email:
mzimkind@continentalstock.com;
and
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deliver
your public shares either physically or electronically through DTC to our transfer agent at least two business days before October
26, 2020. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient
time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that shareholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any
control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to
coordinate with their bank, broker, or other nominee to have the shares certificated or delivered electronically. If you do not
submit a written request and deliver your public shares as described above, your shares will not be redeemed.
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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.
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 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 the Company. You will be entitled to receive cash for these
shares only if you properly and timely demand redemption.
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.
THE
EXTENSION AMENDMENT
The
Company is proposing to amend its 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 the M&A to
include an additional regulation 47.15 in the Articles of Association in the form set forth in Annex A to this proxy statement.
Although
the approval of the Extension Amendment is essential to the implementation of the Board’s plan to extend the date by which
the Company must consummate its initial business combination, the Board will retain the right to abandon and not implement the
Extension Amendment at any time without any further action by shareholders.
A
copy of the proposed new Regulation 47.15 of the Articles of Association of the Company is annexed to this proxy statement as
Annex A. If Extension Amendment is approved, the Company will file an amended form of the Memorandum and Articles of Association
with the Registrar of Corporate Affairs in the British Virgin Islands.
Required
Vote
The
affirmative vote by holders of sixty-five percent (65%) or more of the vote of the Company’s shares cast in person or by
proxy at the special meeting and voting on the Extension Amendment, is required to approve the Extension Amendment.
REASONS
FOR THE EXTENSION AMENDMENT
The
Company’s M&A currently provides that if a business combination is not consummated by the Current Termination Date,
the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the outstanding public shares, at a per share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Fund (as defined in the Trust Agreement) including interest earned on the funds
held in the Trust Fund and not previously released to the Company to pay its taxes, divided by the number of then public shares
in issue, 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 the Company’s remaining shareholders and the directors, liquidate and dissolve,
subject in each case to its obligations under the laws of the British Virgin Islands to provide for claims of creditors and the
requirements of other applicable law.
In
connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the Trust Account,
each holder will receive a full pro rata portion of the amount then in the Trust Account (less the net interest earned thereon
to pay dissolution expenses), plus any pro rata interest earned on the funds held in the Trust Account and not previously released
to us to pay our taxes payable on such funds. Holders of rights or warrants will receive no proceeds in connection with the liquidation
with respect to such rights or warrants, which will expire worthless. The Company would expect to pay the costs of liquidation
from its remaining assets outside of the trust fund or available to the Company from interest income on the Trust Account balance.
The
Trust Agreement provides that, upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit
F of the Trust Agreement, signed on behalf of the Company, distribute to Public Shareholders who exercised their conversion rights
in connection with an amendment to the Company’s Amended and Restated M&A (the “Amendment”) an amount equal
to the pro rata share of the Property (as defined in the Trust Agreement) relating to the Ordinary Shares for which such Public
Shareholders have exercised conversion rights in connection with such Amendment.
Our
Sponsor and the initial shareholders have each waived their respective redemption rights with respect to their shares if we fail
to consummate a business combination by the Current Termination Date. There will be no redemption rights or liquidating distributions
with respect to our rights or warrants, which will expire worthless. The Company would expect to pay the costs of liquidation
from its remaining assets outside of the trust fund or available to the Company from interest income on the Trust Account balance.
In considering the Extension Amendment, the Company’s board of directors came to the conclusion that the potential benefits
to complete an initial business combination to the Company and its shareholders outweighed the possibility of any liability as
a result of the Extension Amendment.
From
the date of our IPO till now, Alberton considered a number of potential target companies with the objective of consummating an
acquisition. Representatives of Alberton contacted, and were contacted by, a number of individuals and entities who offered to
present ideas for acquisition opportunities, including financial advisors and companies within the diversified industrial manufacturing,
distribution, and services sectors in the United States. Alberton compiled a pipeline of high priority potential targets and updated
and supplemented such pipeline from time to time. This pipeline was periodically shared, in depth, with the Board of Directors
of Alberton.
During
that period, Alberton and representatives of Alberton:
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Identified,
evaluated and contacted potential acquisition targets;
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Conducted
initial business and financial due diligence or had meaningful engagements with representatives of four potential acquisition
targets;
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Provided
an initial non-binding indication of interest to four potential acquisition targets or their representatives; and
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Submitted
a letter of intent and commenced confirmatory due diligence with respect to four potential acquisition targets.
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Currently
preparing transaction documents pursuant to a letter of intent with one potential target.
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Alberton
reviewed 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.
As
of the date of this proxy statement, the Company has not entered into any definitive agreements with any entities for a business
combination that qualifies as a “business combination” under the Company’s M&A. The M&A currently provides
that if the business combination is not completed by the Current Termination Date, the Company will redeem all public shares and
promptly thereafter dissolve and liquidate. As explained below, it is likely the Company will not be able to complete the Business
Combination by the Current Termination Date.
As
the Company is under discussion with certain target business and believes that it is promising to achieve a business combination,
and because it is likely the Company will not be able to conclude a business combination by the Current Termination Date, the
Company has determined to seek shareholder approval to extend the time for closing a business combination beyond the Current Termination
Date to the Extended Termination Date. The particular changes required to effectuate this extension are embodied in the Extension
Amendment.
The
Company believes that given the Company’s expenditure of time, effort and money on identifying the target business and completing
its initial business combination, circumstances warrant providing public shareholders an opportunity to consider an initial business
combination with the target business we identified. However, the Company’s IPO prospectus stated that if the effect of any
proposed amendments to the Company’s M&A, if adopted, would be to delay the date on which a shareholder could otherwise
redeem shares for a pro rata portion of the funds available in the Trust Account, the Company will provide that, if such amendments
are approved by holders of sixty-five percent (65%) or more of the votes of the Company’s shares cast (in person or by proxy)
at the special meeting and voting on such amendments, public shareholders will have the right to redeem their public shares. Accordingly,
holders of public shares may elect to redeem their shares (other than those held by our Sponsor, directors and officers) in connection
with the Extension Amendment and the Trust Agreement regardless of how such public shareholders vote. The Company believes that
such redemption right protects the Company’s public shareholders from having to sustain their investments for an unreasonably
long period if the Company failed to find a suitable acquisition in the timeframe contemplated by the M&A.
All public shareholders
may make the Election. If the Extension Amendment is approved by the requisite vote of shareholders and not abandoned, the remaining
holders of public shares will retain their right to redeem their shares for a pro rata portion of the funds available in the Trust
Account upon consummation of an initial business combination, subject to any limitations set forth in the M&A and limitations
agreed to in related agreements. In addition, public shareholders who vote for the Extension Amendment and do not make the Election
would be entitled to redemption if the Company has not completed an initial business combination by the Extended Termination Date.
However, the Company will not proceed with the Extension Amendment if the redemption of public shares in connection therewith would
cause the Company to have net tangible assets of less than $5,000,001. In the event that the redemption of public shares causes
the net tangible assets to be less than $5,000,001 and the Extension Amendment is not proceeded, the Company will be required to
dissolve and liquidate its trust account by returning the then remaining funds in such account to the public shareholders.
As
noted in “Reasons for the Extension Amendment — Possible Claims Against and Impairment of the Trust Account,”
below, the Extension Amendment will result in the Company incurring additional transaction expenses. The Company’s board
of directors believes that, if the Extension Amendment is approved (and not abandoned) and no material liabilities are sought
to be satisfied from the Trust Account, any resulting redemptions would have no adverse effect on the public shareholders because
they would receive approximately the same amounts they would have received if the Company had redeemed all public shares in connection
with the failure to consummate a business combination by the Current Termination Date, and, if the Company is not able to consummate
a business combination prior to the Extended Termination Date, its public shareholders at that time would receive approximately
the same redemption proceeds as if they had redeemed all public shares in connection with the failure to consummate a business
combination by the Current Termination Date.
However,
if material liabilities are sought to be satisfied from the Trust Account, the Trust Account could possibly be reduced or subject
to reduction beyond the reduction resulting from public shareholder redemptions, which could result in the reduction of a public
shareholder’s current pro rata portion of the Trust Account available for distribution. Moreover, attendant litigation could
result in delay in the availability of Trust Account funds for use by the Company upon completion of the business combination.
As of the date of this proxy statement, the Company is not aware of any such liabilities.
At
the time the Extension Amendment becomes effective, the Company’s Trust Account proceeds will be used to pay, and in exchange
for surrender of shares, pro rata portions of the funds available in the Trust Account to the public shareholders making the Election
in lieu of later distributions to which they would otherwise be entitled.
Possible
Claims Against and Impairment of the Trust Account
In
considering the Extension Amendment, the Company’s shareholders should be aware that if the Extension Amendment is approved
(and not abandoned), the Company will incur additional expenses in seeking to identify target business to complete an initial
business combination, in addition to expenses incurred in proposing the Extension Amendment. Our Sponsor has loaned $1,366,725
in aggregate to the Company, all evidenced by two promissory notes issued by the Company. The note become due on the date on which
the Company consummates a business combination and carry no interest. The note with $780,000 as the principal amount is convertible,
in whole or in part, at the payee’s election, upon the consummation of the Business Combination, into units, at a price
of $10.00 per unit. These units, once issued pursuant to the terms and conditions set forth in the promissory notes, will be identical
to the private units issued in a private placement in connection with the IPO. In addition, in connection with the previous extensions,
the Company issued promissory notes in the aggregate amount of $1,930,000 to several third parties. If we do not have sufficient
funds available to conduct the normal operations of the business or to consummate an initial business combination, we will need
to seek additional working capital from our Sponsor for these purposes. If we consummate an initial business combination, we would
repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working
capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such
repayment, other than interest on such proceeds.
If
the Company is unable to complete a business combination within the required time period, our Sponsor, Hong Ye, 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 the Company for services rendered or contracted for or products sold to it, 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 of our IPO. In the event that an executed waiver is deemed to be unenforceable against
a third party, Hong Ye will not be responsible to the extent of any liability for such third party claims. We cannot assure you,
however, that, Hong Ye would be able to satisfy those obligations. None of our officers will indemnify us for claims by third
parties including, without limitation, claims by vendors and prospective target businesses. In the event that the proceeds in
the Trust Account are reduced below $10.00 per share and Hong Ye 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 on our behalf whether
to take legal action against Hong Ye to enforce its indemnification obligations. While we currently expect that our independent
directors would take legal action on our behalf against Hong Ye 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 on our behalf, the amount of funds in the Trust
Account available for distribution to our public shareholders may be reduced below $10.00 per share. You should read this proxy
statement carefully for more information concerning this possibility and other consequences of the adoption of the Extension Amendment.
In
view of the foregoing, the Company’s board of directors believes it in the best interests of the Company’s shareholders
to approve the Extension Amendment.
Automatic
Redemption
If
the Extension Amendment is not approved and a business combination is not consummated by the Current Termination Date, the Company
will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the outstanding public shares, at a per share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Fund (as defined in the Trust Agreement) including interest earned on the funds held in the
Trust Fund and not previously released to the Company to pay its taxes, divided by the number of then public shares in issue,
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 the Company’s remaining shareholders and the directors, liquidate and dissolve,
subject in each case to its obligations under the laws of the British Virgin Islands to provide for claims of creditors and the
requirements of other applicable law. In connection with our redemption of 100% of our outstanding public shares for a portion
of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account
(less the net interest earned thereon to pay dissolution expenses), plus any pro rata interest earned on the funds held in the
Trust Account and not previously released to us for payment on taxes due on such funds. Holders of rights or warrants will receive
no proceeds in connection with the liquidation with respect to such rights or warrants, which will expire worthless. The Company
would expect to pay the costs of liquidation from its remaining assets outside of the trust fund or available to the Company from
interest income on the Trust Account balance.
Redemption
Rights
If
the Extension Amendment is approved (and not abandoned), the Company will afford the public shareholders making the Election,
the opportunity to receive, at the time the Extension Amendment becomes effective, and in exchange for the surrender of their
shares, a pro rata portion of the funds available in the Trust Account. You will also be able to redeem your public shares in
connection with the expected shareholder vote to approve an initial business combination, or if the Company has not consummated
a business combination by the Extended Termination Date.
If
you do not make the Election, you will retain the opportunity to redeem your public shares upon consummation of an initial business
combination, subject to any limitations set forth in the M&A and the limitations contained in related agreements. In addition,
public shareholders who vote for the Extension Amendment and do not make the Election would be entitled to redemption if the Company
has not completed a business combination by the Extended Termination Date.
Redemption
Procedure
A
redemption demand may be made by checking the box on the proxy card provided for that purpose and returning the proxy card in
accordance with the instructions provided, and, at the same time, ensuring your bank or broker complies with the requirements
identified elsewhere herein. You will only be entitled to receive cash in connection with a redemption of these shares if you
continue to hold them until the effective date of the Extension Amendment.
In
connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental
Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State
Street, 30th Floor, New York, NY 10004-1561, Attn: Mark Zimkind, mzimkind@continentalstock.com, by two business days prior to
the special meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold
your shares. The requirement for physical or electronic delivery prior to the special meeting ensures that a redeeming holder’s
Election is irrevocable once the Extension Amendment is approved. In furtherance of such irrevocable election, shareholders making
the Election will not be able to tender their shares at the special meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder
or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of
its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical
share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need
to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and
the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering
broker $80 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s
understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent.
The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain
a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders
that do not elect to exercise their redemption rights. Shareholders who request physical share certificates and wish to redeem
may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable
to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures by two business days prior to the special meeting will not be
redeemed for cash. In the event that a public shareholder tenders its shares and decides prior to the special meeting that it
does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our
transfer agent and decide prior to the special meeting not to redeem your shares, 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 address listed above.
In the event that a public shareholder tenders shares and the Extension Amendment is not approved or is abandoned, these shares
will not be redeemed for cash and the physical certificates representing these shares will be returned to the shareholder promptly
following the determination that the Extension Amendment will not be approved or will be abandoned. The Company anticipates that
a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment would receive
payment of the redemption price for such shares soon after the completion of the Extension Amendment. The Company will hold the
certificates of public shareholders that make the Election until such shares are redeemed for cash or returned to such shareholders.
If
properly demanded, the Company will redeem each public share for a pro rata portion of the funds available in the Trust Account,
calculated as of the record date. If you exercise
your redemption rights, you will be exchanging your shares for cash and will no longer own the shares. You will be entitled to
receive cash for these shares only if you properly demand redemption, and tender your share certificate(s) to the Company’s
transfer agent by two business days prior to the special meeting. If the Extension Amendment is are not approved or if they are
abandoned, these shares will not be redeemed for cash. However, if the Company is unable to complete an initial business combination
by the Current Termination Date (unless such date is extended), the shares of the public shareholders will be redeemed in accordance
with the terms of the M&A promptly following such date.
Interests
of the Company’s Officers, Directors, Advisors and Majority Shareholder
When
you consider the recommendation of the Company’s board of directors, you should keep in mind that the Company’s executive
officers, members of the Company’s board of directors, the Company’s advisors, majority shareholder have interests
that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
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the
fact that Hong Ye Holding Company Limited as our Sponsor and one of our directors, Ms. Guan Wang, paid an aggregate purchase price
of $19,550, or approximately $0.0068 per share, for their 2,871,998 Founder Shares which would have a value of approximately $30.8
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 the Extension Amendment is not approved and an initial business combination
is not consummated by the Current Termination Date; as a result, our Sponsor (and its members, including our executive officers
and directors) have a financial incentive to extend the termination date in order to consummate a business combination rather
than losing whatever value is attributable to the Founder Shares;
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the
fact that our Sponsor holds 597,600 private units and will continue to hold 597,600 Company ordinary shares and 597,600 warrants
following the separation of such private units upon the consummation of a 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 the Extension
Amendment is not approved and an initial business combination is not consummated by the Current Termination Date;
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the
fact that if the Extension Amendment is not approved and an initial business combination is not consummated by the Current Termination
Date, it is likely that the Company will not be able to repay the outstanding loan that it made to the Sponsor in an amount up
to $1,366,725, which becomes due on the date on which the Company consummates a business combination and $780,000 of such loan
is a promissory note issued by the Company which is convertible into private units at the Sponsor’s discretion at the closing
of a business combination;
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the
fact that if the Company is unable to complete an initial business combination within the required time period, 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 the Company for services rendered or contracted for or products sold to it,
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;
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all
rights specified in the Company’s M&A relating to the right of officers and directors to be indemnified by the Company,
and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions,
will continue after the business combination. If the business combination is not approved and the Company liquidates, the Company
will not be able to perform its obligations to its officers and directors under those provisions.
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The
Board’s Reasons for the Extension Amendment, its Conclusion, and its Recommendation
As
discussed below, after careful consideration of all relevant factors, the Company’s board of directors has determined that
the Extension Amendment is fair to, and in the best interests of, the Company and its shareholders. The board of directors has
approved and declared advisable adoption of the Extension Amendment, and recommends that you vote “FOR” such adoption.
In
determining to recommend the Extension Amendment, as the Company is under discussion with certain target business and believes
that it is promising to achieve a business combination, and because it is likely the Company will not be able to conclude a business
combination by the Current Termination Date, the Company has determined to seek shareholder approval to extend the time for closing
a business combination beyond the Current Termination Date to the Extended Termination Date. The particular changes required to
effectuate this extension are embodied in the Extension Amendment.
The Company believes that
given the Company’s expenditure of time, effort and money on identifying the target business and completing its initial business
combination, circumstances warrant providing public shareholders an opportunity to consider an initial business combination with
the target business we identified. However, the Company’s IPO prospectus stated that if the effect of any proposed amendments
to the Company’s M&A, if adopted, would be to delay the date on which a shareholder could otherwise redeem shares for
a pro rata portion of the funds available in the Trust Account, the Company will provide that, if such amendments are approved
by holders of sixty-five percent (65%) or more of the votes of the Company’s shares present (in person or by proxy) at the
special meeting and voting on such amendments, public shareholders will have the right to redeem their public shares. Accordingly,
holders of public shares may elect to redeem their shares in connection with the Extension Amendment regardless of how such public
shareholders vote. The Company believes that such redemption right protects the Company’s public shareholders from having
to sustain their investments for an unreasonably long period if the Company failed to find a suitable acquisition in the timeframe
contemplated by the M&A. However, the Company will not proceed with the Extension Amendment if the redemption of public shares
in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. In the event that the redemption
of public shares causes the net tangible assets to be less than $5,000,001 and the Extension Amendment is not proceeded, the Company
will be required to dissolve and liquidate its trust account by returning the then remaining funds in such account to the public
shareholders.
Having
taken into account the matters discussed above, the Company’s board of directors believes that, if the Extension Amendment
is approved (and not abandoned) and no material liabilities are sought to be satisfied from the Trust Account, any resulting redemptions
would have no adverse effect on the public shareholders because they would receive approximately the same amounts they would have
received if the Company had redeemed all public shares in connection with the failure to consummate a business combination by
the Current Termination Date, and, if the Company is not able to consummate a business combination prior to the Extended Termination
Date, its public shareholders at that time would receive approximately the same redemption proceeds as if they had redeemed all
public shares in connection with the failure to consummate a business combination by the Current Termination Date.
The
Company’s board of directors has unanimously approved the Extension Amendment.
In
addition, the Company’s board of directors was mindful of and took into account the conflicts, as described in “Interests
of the Company’s Officers, Directors, Advisors and Majority Shareholder”, between their respective personal pecuniary
interests in successfully completing a business combination and the interests of public shareholders. The board of directors determined
that their respective personal pecuniary interests, in the form of the contingent and hypothetical value of Company shares if
a business combination is ultimately completed, was substantially less than the additional time, effort and potential liability
they might incur if they failed to discharge their fiduciary duties to the Company’s shareholders to the best of their ability,
which they, as Company shareholders as well, share.
After
careful consideration of all relevant factors, the Company’s board of directors determined that the Extension Amendment
is fair to, and in the best interests of, the Company and its shareholders, and has declared them advisable.
Impact
of COVID-19 on our search for a business combination, and any target business with which we ultimately consummate a business combination
In
December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread
throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization
declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.”
On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United
States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized
the outbreak as a “pandemic”. By April 17, the federal government approved disaster declarations for all states and
territories. A second rise in infections began in June 2020, following relaxed restrictions in several states.
A
significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely
affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate
a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination
if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the
target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in
a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments,
which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19
and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of
global concern continue for an extensive period of time, our ability to consummate a business combination may be materially adversely
affected.
Recommendation
of the Board
The
Company’s board of directors recommends that you vote “FOR” the Extension Amendment.
THE
ADJOURNMENT PROPOSAL
The
adjournment proposal, if adopted, will request the chairman of the special meeting (who has agreed to act accordingly) to adjourn
the special meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be
presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the special
meeting to approve the other proposal in this proxy statement. If the adjournment proposal is not approved by our shareholders,
the chairman of the meeting will not exercise his ability to adjourn the special meeting to a later date (which he would otherwise
have under the M&A) in the event, based on the tabulated votes, there are not sufficient votes at the time of the special
meeting to approve the other proposal.
Required
Vote
If
a majority of the shares present in person or by proxy and voting on the matter at the special meeting vote for the adjournment
proposal, the chairman of the special meeting will exercise his or her power to adjourn the meeting as set out above.
Recommendation
The
Company’s board of directors recommends that you vote “FOR” the adjournment proposal.