SolarMax Technology, Inc. entered into letter of intent to acquire Alberton Acquisition Corporation from Hong Ye Hong Kong Shareholding Co., Limited and others for approximately $300 million in a reverse merger transaction.
The closing conditions of the merger include, among others, approval from shareholders of SolarMax and Alberton, approval by Nasdaq for continuing listing post-merger, Alberton having at least $5 million of net tangible assets as of either prior or upon completion of the merger and any relating financings, effectiveness of the registration statement, receipt of requisite regulatory approvals, the election or appointment of members to the Alberton's Board of Directors consistent with the requirements of Section 5.17 and completion of domestication. Certain SolarMax stockholders, who are officers, directors and 5% stockholders of SolarMax and who beneficially own constituting approximately 41.6% of the issued and outstanding common stock of SolarMax, executed voting agreements in favor of the transaction. The sponsor of Alberton together with one major insider shareholder, constituting approximately 56.7% of the issued and outstanding capital of Alberton, executed voting agreement in favor of the merger. The Boards of Director of Alberton Acquisition have approved the transaction and the Boards of Director of SolarMax Technology have unanimously approved the transaction. The special meeting of shareholders of Alberton Acquisition Corporation will be held in April 2021 to approve the transaction. Alberton must consummate its initial Business Combination from April 27, 2021 to October 26, 2021 which was further extended to April 26, 2021. The transaction is expected to close in April 2021. On April 15, 2021, Alberton Acquisition Corporation announced that it has agreed that if the extension is approved for the aggregate public shares that are not redeemed by the Alberton's shareholders in connection with the extension (Remaining Shares), for each monthly period, or portion thereof, that is needed by Alberton to complete an initial business combination during the extension, it will deposit $0.06 per Remaining Share. If no shares are redeemed, the monthly payment to the trust account as additional interest will be $84,808.8, based on a commitment from its sponsor. Alberton's Board continues to recommend for the extension. On April 23, 2021, Alberton held shareholders meeting, the Company's shareholders voted on proposal to amend the Company's memorandum and articles of association and extend the date before which the Company must complete a business combination (the Termination Date) from April 26, 2021 (the Current Termination Date) to October 26, 2021. As of January 3, 2022, the closing date is extended till March 14, 2022. On March 3, 2022, Alberton Acquisition received notice from the Nasdaq Office of General Counsel that a Nasdaq Hearings Panel had granted the Company's request to continue its listing on Nasdaq through April 26, 2022, and accordingly transaction is expected to close by April 26, 2022.
Louis Taubman and Arila Zhou of Hunter Taubman Fischer & Li LLC and Ogier acted as legal advisors to Alberton. Asher S. Levitsky of Ellenoff Grossman & Schole LLP acted as legal advisors to SolarMax. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Karen Smith of Advantage Proxy, Inc. acted as information agent to Alberton Acquisition Corporation. QuestMark Capital Inc. acted as financial advisor and due diligence provider to Alberton.