Alberton Acquisition Corporation filed SEC Form 8-K: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 6, 2021 (
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant is an emerging growth Alberton as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Securities registered pursuant to Section 12(b) of the Act:
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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
Alberton Acquisition corporation (the “Company”) recently re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable ordinary shares, no par value (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on October 26, 2018 and in connection with the partial exercise of the over-allotment option on November 20, 2018. Historically, a portion of the Public Shares was classified as permanent equity to maintain stockholders’ equity greater than $5 million on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the Company’s amended and restated memorandum and articles of association (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. This has resulted in a restatement of the initial carrying value of the Public Shares subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and shares of Public Shares.
On December 2, 2021, the Company’s audit committee (the “Audit Committee”), based on the recommendation of, and after consultation with, the Company’s management, and as discussed with its Independent Registered Public Accounting Firm, concluded that the Company’s financial statements for the periods ended March 31, 2019, June 30, 2019, September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020, December 31, 2020 March 31, 2021, June 30, 2021 and September 30, 2021 (the “Non-Reliance Periods”), as reported in the Company’s Quarterly and Annual Reports on Form 10-Qs and 10-Ks filed on May 15, 2019, August 12, 2019, November 13, 2019, March 16, 2020, May 11, 2020, August 10, 2020, November 9, 2020, April 6, 2021, June 22, 2021, August 16, 2021 and November 15, 2021, respectively, should no longer be relied upon due to the misclassification of the Company’s Public Shares. Similarly, the Report of Independent Registered Public Accounting Firm dated April 5, 2021 and March 16, 2020 on the financial statements as of December 31, 2020 and December 31, 2019, respectively, and for the years ended December 31, 2020 and December 31, 2019, respectively, and any communications describing relevant portions of the Company’s financial statements for the Non-Reliance Periods should no longer be relied upon.
As a result, the Company will restate its historical financial results for the Non-Reliance Periods to reflect the classification of its Public Shares as temporary equity (the “Restatement”). The Company anticipates filing Amendment No. 2 to the Annual Report on Form 10-K for the year ended December 31, 2020 and an amendment to each of its quarterly reports on Form 10-Q filed for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021, respectively, to reflect the restatement by December 3, 2021 or shortly thereafter .
The restatement does not have an impact on its cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).
The Audit Committee and management have discussed the matters disclosed pursuant to this Item 4.02 with the Company’s independent registered public accounting firm.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 6, 2021 | |||
| ALBERTON ACQUISITION CORPORATION | |||
| By: | /s/ Guan Wang | ||
| Name: | Guan Wang | ||
| Title: | Chief Executive Officer | ||
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