UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~December~~January 65, ~~2021 (December 2, 2021)~~2022

Date of Report (Date of earliest event reported)

ALBERTON ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-38715		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Room 1001, 10/F, Capital Center

151 Gloucester Road

Wanchai, Hong Kong

N/A

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +852 2117 1621

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth Alberton as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share one redeemable warrant, and one right	ALACU	The Nasdaq Stock Market LLC
Units, each consisting of one ordinary share, one redeemable warrant, and one right	ALACU	The Nasdaq Stock Market LLC
Ordinary shares, no par value	ALAC	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one-half (1/2) of one ordinary share	ALACW	The Nasdaq Stock Market LLC
Rights, each to receive one-tenth (1/10) of one ordinary share	ALACR	The Nasdaq Stock Market LLC

Item 48.~~02.~~01 ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

~~Alberton~~On ~~Acquisition~~January ~~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~~3, ~~no par value (the “Public Shares”)~~2022, ~~issued~~Alberton asAcquisition ~~part~~Corp. ~~of the units sold in the Company’s initial public offering~~ (the “~~IPO~~Company”) onreceived ~~October~~notice ~~26,~~from ~~2018 and in connection with~~ the ~~partial~~Nasdaq ~~exercise~~Office of ~~the~~General ~~over-allotment option~~Counsel onthat ~~November 20, 2018. Historically,~~ a ~~portion~~Nasdaq ofHearings ~~the~~Panel 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~~Panel”). had ~~Pursuant~~granted ~~to such re-evaluation,~~ the Company’s ~~management~~request ~~has~~to ~~determined~~continue ~~that~~its ~~the~~listing ~~Public~~on ~~Shares~~Nasdaq ~~include certain~~through ~~provisions~~March 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 redemption14, ~~with~~2022 ~~the offset recorded to additional paid-in capital~~ (to the ~~extent~~“Extended ~~available~~Date”)~~, accumulated deficit and shares of Public Shares~~.

OnAs ~~December~~previously 2reported, ~~2021,~~ the Company~~’s audit~~ ~~committee~~received (notice from the ~~“Audit~~Listing ~~Committee~~Qualifications Department (“Staff”), ~~based~~of onThe ~~the~~Nasdaq ~~recommendation~~Stock ~~of,~~Market ~~and~~LLC ~~after~~(“Nasdaq”) ~~consultation~~stating ~~with,~~that unless the Company~~’s management,~~ ~~and~~timely asrequested ~~discussed~~a ~~with~~hearing ~~its~~before ~~Independent~~the ~~Registered Public Accounting Firm~~Panel, ~~concluded that~~ the Company’s ~~financial~~securities ~~statements for~~(common ~~the periods ended March 31~~stock, ~~2019~~warrants, ~~June~~units ~~30,~~and ~~2019,~~rights) ~~September 30, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30,~~would ~~2020,~~be ~~December~~subject ~~31,~~to ~~2020~~suspension ~~March 31, 2021, June 30, 2021~~ and ~~September~~delisting ~~30,~~from ~~2021~~The ~~(the~~Nasdaq ~~“Non-Reliance~~Capital ~~Periods”),~~Market asdue ~~reported in~~to the Company’s ~~Quarterly~~non-compliance ~~and~~with ~~Annual~~Nasdaq ~~Reports on Form 10~~IM-~~Qs and 10~~5101-~~Ks filed on May 15~~2, ~~2019, August 12, 2019, November 13, 2019, March~~ ~~16,~~which ~~2020,~~requires ~~May~~that ~~11,~~a ~~2020,~~special ~~August~~purpose ~~10,~~acquisition ~~2020,~~company ~~November~~must 9,complete ~~2020,~~one ~~April~~or 6,more ~~2021,~~business ~~June~~combinations ~~22,~~within ~~2021,~~36 ~~August~~months ~~16,~~of ~~2021 and November 15, 2021, respectively, should no longer be relied upon due to~~ the ~~misclassification~~ effectiveness of ~~the~~its ~~Company’s~~IPO ~~Public~~registration ~~Shares~~statement. ~~Similarly,~~The ~~the~~Company ~~Report~~timely ofrequested ~~Independent Registered~~a ~~Public~~hearing ~~Accounting~~before ~~Firm dated April 5, 2021 and March 16, 2020 on~~ the ~~financial~~Panel ~~statements as of December 31, 2020~~ and ~~December 31, 2019, respectively, and for~~ the ~~years~~hearing ~~ended~~was ~~December~~held ~~31,~~on ~~2020 and~~ December 3116, ~~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~~2021.

AsThe aPanel’s ~~result,~~decision ~~the~~is ~~Company~~subject ~~will restate~~to ~~its~~certain ~~historical~~conditions, including ~~financial~~that ~~results for~~ the ~~Non-Reliance~~Company ~~Periods~~will tohave ~~reflect~~completed ~~the classification of~~ its ~~Public~~previously ~~Shares~~announced asproposed ~~temporary equity~~business combination (the “~~Restatement~~Business Combination”). with ~~The~~SolarMax ~~Company~~Technology, ~~anticipates filing Amendment No~~Inc. 2(“SolarMax”) ~~to the Annual Report~~ on ~~Form~~or ~~10-K~~before ~~for~~ the ~~year~~ ~~ended~~Extended ~~December~~Date ~~31, 2020~~ and anthat ~~amendment to each of its quarterly reports on Form 10-Q filed for~~ the ~~periods~~combined ~~ended~~company ~~March~~will ~~31,~~have ~~2021,~~demonstrated ~~June~~compliance ~~30,~~with ~~2021~~all ~~and~~applicable ~~September~~requirements ~~30,~~for ~~2021,~~initial ~~respectively,~~listing toon ~~reflect the restatement by December 3, 2021 or shortly thereafter~~ Nasdaq.

As previously announced, the Company has entered into a binding definitive agreement to merge with SolarMax. The ~~restatement~~Company ~~does~~filed ~~not~~its ~~have~~most recent amendment to the Proxy Statement/Registration anStatement ~~impact~~on Form S-4 (the “S-4”) for the merger on ~~its~~December ~~cash~~13, ~~position~~2021. The Company intends to mail the S-4 to shareholders promptly following completion of the Securities and ~~cash~~Exchange ~~held~~Commission inreview process and to hold the ~~trust~~shareholder ~~account~~meeting ~~established~~at inwhich ~~connection~~it will seek approval for the Business Combination as soon as possible. In the event that the Company does not complete the Business Combination by the Extended Date or fails to demonstrate compliance with the ~~IPO~~Nasdaq (initial or continued listing rules, the ~~“Trust~~Company’s ~~Account”)~~securities would be subject to suspension on Nasdaq, absent an additional extension.

~~The~~On ~~Audit~~January ~~Committee~~5, ~~and~~2022, ~~management~~the Company issued a press release ~~have~~announcing ~~discussed~~that the ~~matters~~Company ~~disclosed~~has ~~pursuant~~received notice from the Panel to ~~this~~continue ~~Item~~its ~~4.02~~listing ~~with~~on Nasdaq through March 14, 2022 to complete the Business ~~Company’s~~Combination. ~~independent~~A ~~registered~~copy ~~public~~of ~~accounting~~which ~~firm~~is attached hereto as Exhibit 99.1.

1Item 9.01 Financial Statements and Exhibits

~~SIGNATURES~~(d) The following exhibits are filed with this report.

~~Pursuant~~Exhibits toNumber ~~the~~99.1 ~~requirements~~Press ~~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.~~Release

Dated: December 6, 2021
ALBERTON ACQUISITION CORPORATION
By:	/s/ Guan Wang
	Name:	Guan Wang
	Title:	Chief Executive Officer

2SIGNATURES

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: January 5, 2022

	ALBERTON ACQUISITION CORPORATION

	By:	/s/ Guan Wang
		Name: Guan Wang Title: Chief Executive Officer

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