Fellazo Inc. Announces Plans for Trust Liquidation and Redemption of Public Shares
09 4월 2020 - 6:15AM
Fellazo Inc. (the “Company”) announced that, in view of the recent
determination by the Nasdaq hearing panel to delist the Company’s
securities from The Nasdaq Stock Market, the Company does not
believe it will be able to consummate an initial business
combination within the time period required by its memorandum and
articles of association (the “Charter”). As a result, the Company
has determined to liquidate the trust and wind down the company.
Pursuant to the Charter, if the Company does not consummate an
initial business combination by July 29, 2020, 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 public shares, at a per share price,
payable in cash, equal to the aggregate amount then on deposit in
the trust account, including interest earned on the funds held in
the trust account and not previously released to the Company to pay
its taxes (less up to $50,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further
liquidating 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 board of directors, dissolve and liquidate, subject in each
case to the Company’s obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other
applicable law.
Net of taxes and dissolution expenses, the per-share redemption
price for the public shares is expected to be approximately $10.14
(the “Redemption Amount”).
As previously announced, the Company’s securities are not traded
or quoted on any market following the Nasdaq delisting. As of the
close of business on April 17, 2020, the public shares will be
deemed cancelled and will represent only the right to receive the
Redemption Amount. The redemption of the Public Shares is expected
to be completed by April 17, 2020.
The Redemption Amount will be payable to the holders of the
public shares upon presentation of their respective stock or unit
certificates or other delivery of their shares or units to the
Company’s transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of public shares held in “street name,”
however, will not need to take any action in order to receive the
Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants or rights. The Company’s
initial shareholders have waived their redemption rights with
respect to the outstanding ordinary shares issued prior to the
Company’s initial public offering and in connection with the
private placement that closed concurrently with the initial public
offering.
About Fellazo Inc.
Fellazo Inc. is a blank check company
incorporated as a Cayman Islands exempted company and incorporated
for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. Although the Company is
not limited to a particular industry or geographic region for
purposes of consummating an initial business combination, it
intends to focus on businesses in the health food and supplement
sector that have their primary operations in Asia.
Forward-Looking Statements
Statements contained in this press release that
are not historical fact may be forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. This press
release contains statements that constitute “forward-looking
statements.” Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company,
including its ability to liquidate and wind down the company. Such
forward-looking statements do not constitute guarantees of future
performance and are subject to a variety of risks and
uncertainties. Additional factors that could cause actual results
to differ materially from those projected or suggested in any
forward-looking statements are contained in the Company’s filings
with the SEC, including those factors discussed under the
caption "Risk Factors" in such filings. Copies of such filings are
available on the SEC's website. The Company undertakes no
obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
Contact
Stephen MarkscheidInterim Chief Executive OfficerFellazo
Inc.stephen.markscheid@tkkcapital.com
Fellazo (NASDAQ:FLLCU)
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