Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Alberton Acquisition Corp |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 8 |
Entity Central Index Key | 0001748621 |
Entity Filer Category | Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | D8 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 1,276 | $ 1,545 |
Total Current Assets | 1,276 | 1,545 |
Cash and investments held in Trust Account | 14,869,184 | 15,364,991 |
Total Assets | 14,870,460 | 15,366,536 |
Liabilities, Temporary Equity, and Shareholders’ Deficit | ||
Accounts payable and accrued expenses | 270,526 | 181,293 |
Due to related parties | 925,009 | 402,106 |
Promissory notes | 3,124,391 | 2,010,148 |
Promissory notes - related party | 1,080,000 | 1,080,000 |
Total Current Liabilities | 5,399,926 | 3,673,547 |
Warrants liabilities | 411,038 | 522,579 |
Deferred underwriting compensation | 4,020,797 | 4,020,797 |
Total Liabilities | 9,831,761 | 8,216,923 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, 1,278,361 and 1,413,480 shares at December 31, 2021 and 2020 (at conversion value of $11.63 and $10.87 per share), respectively | 14,869,184 | 15,364,991 |
Shareholders’ Deficit: | ||
Preference shares, no par value, 100,000,000 shares authorized, none issued and outstanding | ||
Ordinary shares, no par value; 300,000,000 shares authorized; 3,201,758 and 3,201,758 shares (excluding 1,278,361 and 1,413,480 shares subject to possible redemption) at December 31, 2021 and 2020, respectively | ||
Accumulated deficit | (9,830,485) | (8,215,378) |
Total Shareholders’ Deficit | (9,830,485) | (8,215,378) |
Total Liabilities, Temporary Equity, and Shareholders’ Deficit | $ 14,870,460 | $ 15,366,536 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Ordinary shares subject to possible redemption | 1,278,361 | 1,413,480 |
Ordinary shares, conversion value (in Dollars per share) | $ 11.63 | $ 10.87 |
Preference shares, par value (in Dollars per share) | ||
Preference shares, shares authorized | 100,000,000 | 100,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Ordinary shares, par value (in Dollars per share) | $ 0 | $ 0 |
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 |
Ordinary shares, shares issued | 3,201,758 | 3,201,758 |
Ordinary shares, shares outstanding | 3,201,758 | 3,201,758 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating costs | $ 728,052 | $ 545,678 |
Loss from operations | (728,052) | (545,678) |
Other income: | ||
Interest income - bank | 836 | |
Interest income | 1,472 | 559,404 |
Change in fair value of warrants liabilities | 111,541 | 10,740 |
Total other income | 113,013 | 570,980 |
Net (loss) income | $ (615,039) | $ 25,302 |
Redeemable Ordinary Shares | ||
Other income: | ||
Basic and diluted weighted average shares outstanding (in Shares) | 1,320,217 | 4,551,951 |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.5) | $ (0.28) |
Non-redeemable Ordinary Shares | ||
Other income: | ||
Basic and diluted weighted average shares outstanding (in Shares) | 3,201,758 | 3,201,758 |
Basic and diluted net loss per ordinary share (in Dollars per share) | $ (0.5) | $ (0.28) |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit - USD ($) | Ordinary Shares | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ (6,031,128) | $ (6,031,128) | |
Balance (in Shares) at Dec. 31, 2019 | 3,201,758 | ||
Accretion of carrying value to redemption value | (2,209,552) | (2,209,552) | |
Accretion of carrying value to redemption value (in Shares) | |||
Net income (loss) | 25,302 | 25,302 | |
Balance at Dec. 31, 2020 | (8,215,378) | (8,215,378) | |
Balance (in Shares) at Dec. 31, 2020 | 3,201,758 | ||
Distribution of dividend warrants | $ 636,375 | (636,375) | |
Distribution of dividend warrants (in Shares) | |||
Accretion of carrying value to redemption value | $ (636,375) | (363,693) | (1,000,068) |
Accretion of carrying value to redemption value (in Shares) | |||
Net income (loss) | (615,039) | (615,039) | |
Balance at Dec. 31, 2021 | $ (9,830,485) | $ (9,830,485) | |
Balance (in Shares) at Dec. 31, 2021 | 3,201,758 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (615,039) | $ 25,302 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Interest earned on investment held in Trust Account | (1,472) | (559,404) |
Change in fair value of warrants liabilities | (111,541) | (10,740) |
Changes in current assets and current liabilities: | ||
Prepaid assets | 8,333 | |
Accounts payable and accrued expense | 89,233 | 167,594 |
Due to related parties | 522,903 | 402,106 |
Net Cash (Used in) Provided by Operating Activities | (115,916) | 33,191 |
Cash Flows from Investing Activities: | ||
Purchase of investment held in Trust Account | (998,596) | (1,650,148) |
Cash withdrawn from Trust Account to pay redeeming shareholders | 1,495,875 | 105,889,888 |
Net Cash Provided by Investing Activities | 497,279 | 104,239,740 |
Proceeds from promissory notes | 1,114,243 | 361,348 |
Proceeds from promissory note – related party | 780,000 | |
Redemption of ordinary shares | (1,495,875) | (105,889,888) |
Net Cash Used in Financing Activities | (381,632) | (104,748,540) |
Net Decrease in Cash | (269) | (475,609) |
Cash – Beginning of year | 1,545 | 477,154 |
Cash – End of year | 1,276 | 1,545 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Distribution of dividend warrants | 636,375 | |
Accretion of carrying value to redemption value | $ 1,000,068 | $ 2,209,552 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Alberton Acquisition Corporation (the “Company” or “Alberton”) is a blank check company incorporated on February 16, 2018, under the laws of British Virgin Islands 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 businesses or entities (a “Business Combination”). The Company’s efforts to identify a prospective target business are not limited to an industry or geographic location. As of December 31, 2021, the Company had not yet commenced any operations. The Company previously had until October 26, 2021 to consummate a Business Combination. On October 22, 2021, the Company held a special meeting of the shareholders pursuant to which its shareholders approved extending the Extension from October 26, 2021 to April 26, 2022 (the “October 2021 Extension”). The Company has one subsidiary, Alberton Merger Subsidiary Inc., a wholly owned subsidiary of the Company incorporated in Nevada on October 16, 2020 (“Merger Sub”). The Merger Sub was established for the purpose of the potential Business Combination with SolarMax Technology, Inc. (“SolarMax”), a Nevada corporation. Alberton will re-domesticate from a British Virgin Islands corporation into a Nevada corporation so as to continue as a Nevada corporation immediately prior to the closing of the Business Combination with SolarMax, if consummated by April 26, 2022. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 26, 2022. Financing The registration statement for the Company’s initial public offering (the “Initial Public Offering” as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on October 23, 2018. On October 26, 2018, the Company consummated the Initial Public Offering of 10,000,000 units at $10.00 per unit (“Units” or “Public Units” and, with respect to the ordinary shares included in the Public Units offered, the “Public Shares”), generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 300,000 units (the “Private Units”) at a price of $10.00 per Unit in a private placement to the Company’s sponsor, Hong Ye Hong Kong Shareholding Co., Limited (the “Sponsor”), generating gross proceeds of $3,000,000, which is described in Note 4. On November 20, 2018, the underwriters exercised the over-allotment option in part and purchased 1,487,992 Public 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 Public Units, the Company consummated the private placement of an additional 29,760 Private Units at a price of $10.00 per Unit, generating total additional gross proceeds of $297,600. Trust Account Following the closing of the Initial Public Offering on October 26, 2018, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Units was placed in a trust account (“Trust Account”). Following the closing of underwriters’ exercise of over-allotment option on November 20, 2018, an additional $14,879,920 of net proceeds ($10.00 per Unit) was placed in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $114,879,920. On April 23, 2020, the Company filed an amendment to its Articles of Association with the Registrar of the British Virgin Islands to extend the time that it needs to complete an initial Business Combination from April 27, 2020 to October 26, 2020 or such an earlier date as determined by its board of directors (the “Extension”). In connection with the Extension, shareholders holding 10,073,512 public shares exercised their right to redeem such shares for a pro rata portion of fund held in the Trust Account. As a result, an aggregate of $105,879,118 (or $10.51 per share) was removed from the Trust Account to pay such shareholders. On October 26, 2020, the Company filed an amendment to its Articles of Association with the Registrar of the British Virgin Islands to extend the time that it needs to complete an initial Business Combination from October 26, 2020 to April 26, 2021 or such an earlier date as determined by its board of directors (the “Second Extension”). In connection with the Second Extension, shareholders holding 1,000 public shares exercised their right to redeem such shares for a pro rata portion of fund held in the Trust Account. As a result, an aggregate of $10,770 (or $10.77013 per share) was removed from the Trust Account to pay such shareholders. On April 23, 2021, at the 2020 Annual Meeting, the Company’s shareholders approved to amend the Company’s memorandum and articles of association to extend the date before which the Company must complete a Business Combination from April 26, 2021 to October 26, 2021 or such earlier date as determined by the Board (the “Third Extension). In connection with the Third Extension, shareholders holding 135,069 public shares exercised their right to redeem such shares for a pro rata portion of fund held in the Trust Account. As a result, an aggregate of $1,495,303.45 (or $11.07 per share) was released from the Trust Account to pay such shareholders. On October 22, 2021, the Company held a special meeting of the shareholders pursuant to which its shareholders approved extending the Extension from October 26, 2021 to April 26, 2022 (the “October 2021 Extension”). In connection with the approval of the October 2021 Extension, shareholders elected to redeem an aggregate of 50 of the Company’s ordinary shares. As a result, an aggregate of $571.56 (or $11.43 per share) was released from the Trust Account to pay such shareholders. The funds in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the Company’s failure to consummate a Business Combination by April 27, 2020 (the “Combination Period”), and extended to April 26, 2022. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek all vendors, service providers, prospective target businesses or other entities it engages, to execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Units, although substantially all the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (defined in Note 5 - Related Party Transactions) have agreed to vote their initial shares and private shares, as well as any Public Shares acquired in or after the Initial Public Offering, in favor of any proposed Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against, or abstain from voting on, the proposed transaction. The amount in the Trust Account (less the aggregate nominal par value of the shares of the Company’s public shareholders) under the Companies Law will be treated as share premium which is distributable under the Companies Law provided that immediately following the date on which the proposed distribution is proposed to be made, the Company is able to pay the debts as they fall due in the ordinary course of business. If the Company is forced to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued interest). The Initial Shareholders have agreed to (i) vote their insider shares (as well as any Public Shares acquired in or after the Initial Public Offering) in favor of any proposed Business Combination, (ii) waive their conversion rights with respect to their initial share (as well as any other shares acquired in or after the Initial Public Offering) in connection with the consummation of a Business Combination, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their initial shares if the Company fails to consummate a Business Combination within the Combination Period, and (iv) not propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their shares in conjunction with any such amendment. Agreement and Plan of Merger with SolarMax On October 27, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merger Sub and SolarMax. SolarMax is an integrated solar energy company. It was founded in 2008 to conduct business in the U.S. and subsequently commenced operation in China following two acquisitions in 2015. Through its subsidiaries, it is primarily engaged selling and installing integrated photovoltaic systems for residential and commercial customers in the United States which is its original business, identifying and procuring solar farm system projects for resale to third party developers and related services in China; providing engineering, procuring and construction services, which are referred to in the industry as EPC services, for solar farms in China, financing the sale of its photovoltaic systems and servicing installment sales by its customers in the United States and providing exterior and interior light-emitting diodes, known as LED, lighting sales and retrofitting services for governmental and commercial applications. Pursuant to the Merger Agreement, among other things, Merger Sub will merge with and into SolarMax, with SolarMax continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”). The Merger will become effective at such time on the date of closing, pursuant to the Merger Agreement, as the articles of merger is duly filed with the Secretary of State of the State of Nevada or such later time as may be specified in the articles of merger (the “Effective Time”). The transactions contemplated in the Merger Agreement are referred to as “Business Combination”. The closing of the Merger Agreement shall be upon the consummation of the Business Combination (the “Closing”). At the Closing, the Company will change its name to “SolarMax Technology Holdings, Inc.” (the “Successor”). The Closing is contingent upon shareholder approval and other customary Closing conditions. On April 23, 2021, the Company’s shareholders approved to amend the Company’s memorandum and articles of association to extend the date before which the Company must complete a Business Combination from April 26, 2021 to October 26, 2021 or such earlier date as determined by the Board. If the Company is unable to complete its initial Business Combination by October 26, 2021 or such longer period that its shareholders may approve, 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 Trust Account not previously released to the Company for its tax obligations, 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 liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, seek to dissolve and liquidate subject to its obligations under British Virgin Islands law to provide for claims of creditors in all cases subject to and the other requirements of applicable law. This redemption of public shares from the Trust Account shall be effected as required by function of its amended and restated memorandum and articles of association and prior to any voluntary winding up, although at all times subject to the Companies Act. On October 22, 2021, the Company held a special meeting of the shareholders pursuant to which its shareholders approved extending the Extension from October 26, 2021to April 26, 2022. In connection with the extension, the Company adopted the amended and restated memorandum and articles of association providing the same with regards to the date by which the Company must complete its initial Business Combination. Following the redemption of public shares, the Company intends to enter “voluntary liquidation” which is the statutory process for formally closing and dissolving a company under the laws of the British Virgin Islands. Given that the Company intends to enter voluntary liquidation following the redemption of public shareholders from the Trust Account, the Company does not expect that the voluntary liquidation process will cause any delay to the payment of redemption proceeds from its Trust Account. In connection with such a voluntary liquidation, the liquidator would give notice to creditors inviting them to submit their claims for payment, by notifying known creditors (if any) who have not submitted claims and by placing a public advertisement in at least one newspaper published in the British Virgin Islands and in at least one newspaper circulating in the location where the Company has its principal place of business, and taking any other steps the liquidator considers appropriate to identify its creditors, after which its remaining assets would be distributed. As soon as its affairs are fully wound-up, the liquidator must complete his statement of account and make a notice filing with the registrar. The Company would be dissolved once the registrar issues a Certificate of Dissolution. Amendments to the Merger Agreement On August 11, 2021, September 10, 2021, and October 4, 2021, the Company, Merger Sub and SolarMax entered into a third amendment, a fourth amendment, and a fifth amendment to the Merger Agreement. Pursuant to these amendments: (i) the number of ordinary shares of the Company to be issued to the SolarMax shareholders was changed to provide that the number of shares is determined by dividing $300,000,000 by $10.50 rather than the Redemption Price; (ii) SolarMax, which, as of October 4, 2021 had made the non-interest bearing loans to Alberton in connection with the Extension, Second Extension, and Third Extension (the “Extension Loan”), totaling of $927,567, agreed, if the amendment to Alberton’s Amended and Restated Memorandum and Articles of Association in connection with the October 2021 Extension (the “Extension Amendment”) is approved by SolarMax’ shareholders, to make up to additional six Extension Loans, and all of the Extension Loans will be paid at the closing of the Business Combination with SolarMax; (iii) the requirement that the Company satisfy its obligation to settle the deferred underwriting compensation paid to Chardan Capital Markets LLC, which is $4,020,797, through the delivery of Sponsor Shares was eliminated, and the deferred underwriting compensation is to be paid in cash; (iv) the requirement that the notes outstanding at September 3, 2020 be settled through the delivery of Founder Shares was eliminated and these notes will be paid at the closing, (v) 800,000 Founder Shares will be canceled immediately prior to the closing, (vi) all outstanding Private Warrants, each exercisable for one-half of one ordinary shares of the Company (or common stock of the Company following redomestication), including all rights to receive additional Private Warrants which may be issued upon conversion of any notes or other advances made to Purchaser, shall be cancelled, and the Company shall issue to the holder of the Private Warrants (including any right to receive additional Private Warrants) a total of 44,467 ordinary shares of the Company immediately prior to the closing, (vii) pursuant to loan agreements with the Sponsor, SolarMax had made loans to the Sponsor for payment of obligations of the Company of $651,369 and agreed to make additional advances of up to $12,233. These loans will be paid at the closing; (viii) on October 4, 2021, the Company entered into securities purchase agreement with two investors who agreed to purchase convertible notes in the principal amount of $10 million. The notes are automatically converted at the closing into shares of common stock with a conversion price equal to ten times the average price of the Company’s rights for the 25 trading days ending on the 2 nd The Sponsor consented to these amendments. In conjunction with the Merger Agreement including its amendments, the Company currently have the following agreements with various parties: Share Forfeiture Agreement On August 11, 2021, the Company entered into a certain share forfeiture agreement (the “Forfeiture Agreement”) with SolarMax and certain initial shareholders of the Company including Hong Ye, Bin (Ben) Wang and Keqing (Kevin) Liu (collectively, the “Initial Shareholders”), pursuant to which the Initial Shareholders have agreed to forfeit an aggregate of 800,000 Ordinary Shares upon the closing of the merger pursuant to the terms of the Forfeiture Agreement and the Company shall pay Bin (Ben) Wang $50,000 immediately prior to the closing of the merger. Backstop and Private Placement On August 11, 2021 and on October 4, 2021, the Company entered into certain backstop agreements (collectively, the “Backstop Agreements”) with four backstop investors (collectively, the “Backstop Investors”), pursuant to which the Backstop Investors shall commit to purchase an aggregate of no less than $18 million of Ordinary Shares in open market or private transactions from time to time, or from holders of public shares of the Company who have exercised their redemption rights pursuant to the Company’s organization documents, pursuant to the terms of the Backstop Agreements. On August 11, 2021, the Company also entered into certain stock purchase agreement (the “PIPE SPA”) with JSDC Investment LLC (the “PIPE Investor”) who is a minority existing shareholder of SolarMax, pursuant to which the PIPE Investor shall purchase immediately prior to the closing, ordinary shares of the Company (or common stock of the Company following redomestication) at the amount equal to (i) $6 million divided by (ii) a price per share equal to the price at which each share of the Company is redeemed pursuant to the redemption by public shareholders in connection with the merger. Note Purchase Agreement and Convertible Notes On October 4, 2021, the Company entered into certain securities purchase agreement (the “Note Purchase Agreement”) with certain investors (“Note Investors”), pursuant to which the Company shall issue notes (the “New Notes”) in the aggregate amount of $10,000,000 with no interest to the Note Investors at the effectiveness of Form S-4. The New Notes shall be converted automatically into the number of fully paid and non-assessable common stock of the Company after redomestication, upon the closing of the Merger at a price equal to ten (10) times the average trading price of the rights of the Company, during a period of twenty-five (25) trading days ending on the second trading day prior to mailing of the Proxy Statement/Prospectus to the Company’s shareholders in connection with the special meeting to approve the Merger Agreement. The proceeds of $10,000,000 of the sale of the New Notes shall be used to pay off the indebtedness of the Company as of the closing and any remaining shall be released to the company as working capital. The proceeds from the sale of the New Notes are to be used to pay off the outstanding indebtedness of the Company as of the closing of the Merger and as working capital if there is any remaining fund. Investor Relations Consulting Agreement On August 11, 2021, the Company entered into a certain letter agreement (the “IR Agreement”) with Citiking, pursuant to which Citiking shall render investor relations services to the Company and to generally act as its investor relations consultant for the Asian market pursuant to the terms of the IR Agreement upon and following the closing of the Merger. Under the terms of the IR Agreement, the Company has agreed to issue an aggregate of 200,000 Ordinary Shares or Common Stock to Citiking as consideration for its services, of which first 50,000 shares shall vest at the closing of the Merger, 50,000 shares shall vest at the first anniversary of the closing of the Merger, 50,000 shares shall vest at the second anniversary and last 50,000 shares shall vest on the third anniversary of the closing of the Merger, provided that Citiking remains as advisor to the Company at each vesting date. Liquidation The Company initially had until October 26, 2019 to consummate a Business Combination, however, if the Company anticipated that it would not be able to consummate a Business Combination by such deadline, it could extend the period to consummate a Business Combination by an additional six months (for a total of up to 18 months to complete a Business Combination). Pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for the Company to consummate the Business Combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to each applicable deadline, must deposit into the Trust Account $1,148,799 on or prior to the date of such applicable deadline. On October 18, 2019, the Company deposited $1,148,799 into its Trust Account (the “Extension Funds”) to extend the period to consummate a Business Combination until January 24, 2020. The Extension Funds were proceeds of a note in the principal amount of $1,148,800 (the “GN Note 1”) the Company issued to Global Nature Investment Holdings Limited (“Global Nature”), a company incorporated under the laws of the Cayman Islands, its registered assignees or successor in interest (the “Payee”). The GN Note 1 was issued in connection with a non-binding letter of intent entered into by and between Alberton and Global Nature on September 13, 2019, to consummate a potential Business Combination with Global Nature (the “GN LOI”) (see Note 6). On January 23, 2020, the Company deposited an additional $1,148,800 into the Trust Account to further extend the time available for the Company to complete a Business Combination from January 24, 2020 to April 27, 2020 (the “Extension”). The Extension was partially funded from a $780,000 loan provided by the Sponsor and $368,800 from the Company’s working capital. In connection with the loan provided by the Sponsor, the Company issued a promissory note (the “Sponsor Note”) to the Sponsor in the aggregate principal amount of $780,000 (see Note 5). On April 23, 2020, the Company held a special meeting pursuant to which the Company’s shareholders approved extending the Extension from April 27, 2020 to October 26, 2020 (the “Extended Date”). In connection with the approval of the extension, shareholders elected to redeem an aggregate of 10,073,512 of the Company’s ordinary shares. As a result, an aggregate of $105,879,118 (or $10.51 per share) was released from the Company’s Trust Account to pay such shareholders. On the same day, in connection with the Extension, the Company filed with the Registrar of the British Virgin Islands an amendment to Regulation 47 of its Articles of Association., and entered into an amendment to the trust agreement with the trust agent to extend the final liquidation date of the Trust Account to the 24-month anniversary of the closing of its Initial Public Offering, which is October 26, 2020. The Company agreed to contribute, or cause to be contributed on its behalf (the “Cash Contribution”), $60,000 for the aggregate number of Public Shares that did not convert in connection with the Extension (the “Remaining Public Shares”) for each monthly period or portion thereof that is needed to complete a Business Combination (commencing on April 27, 2020 until the earlier of the consummation of a Business Combination and the expiry of the Extension). The Cash Contribution will be deposited as additional interest on the proceeds in the Trust Account and will be distributed pro rata as a part of the redemption amount to each Remaining Public Share in connection with a future redemption. In addition, at the earlier date (the “Issuance Date”) of the consummation of its initial Business Combination and the expiry of the Extension, the Company will issue a dividend of one warrant to purchase one-half of one ordinary share for each Remaining Public Share. Each such warrant will be identical to the warrants included in the Units sold in the Company’s Initial Public Offering (the “Dividend”, collectively with the Cash Contribution, the “Contribution”). On October 26, 2020, the Company held a special meeting pursuant to which the Company’s shareholders approved extending the Extended Date from October 26, 2020 to April 26, 2021 or such earlier date as determined by the Board was voted on and approved (the “Second Extended Date”). In connection with the approval of the Second Extension, shareholders elected to redeem an aggregate of 1,000 of the Company’s ordinary shares. As a result, an aggregate of $10,770 (or $10.77013 per share) was released from the Company’s Trust Account to pay such shareholders. On the same day, in connection with the Second Extension, the Company filed with the Registrar of the British Virgin Islands another amendment to Regulation 47 of its Articles of Association and entered into another amendment to the trust agreement with the trust agent to extend the final liquidation date of the Trust Account to the 30-month anniversary of the closing of its Initial Public Offering, which is April 26, 2021. The Company agreed to contribute, or cause to be contributed on its behalf (the “Second Cash Contribution”), $0.05 per share for the aggregate number of Public Shares that did not convert in connection with the Second Extension (the “Remaining Public Shares Post Second Extension”) for each monthly period or portion thereof that is needed to complete a Business Combination (commencing on October 26, 2020 until the earlier of the consummation of a Business Combination and the expiry of the Second Extension). The Second Cash Contribution will be deposited as additional interest on the proceeds in the Trust Account and will be distributed pro rata as a part of the redemption amount to each Remaining Public Share in connection with a future redemption. On April 15, 2021, the Company announced that it has agreed that if the Extension is approved, for the aggregate public shares that are not redeemed by the Company’s shareholders in connection with the Extension (collectively, the “Remaining Shares”, each, a “Remaining Share”), for each monthly period, or portion thereof, that is needed by the Company 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 $84,808.80, based on a commitment from its sponsor (the “Cash Contribution”). The per-share pro rata portion of the Trust Account on March 18, 2021 (the “Record Date”) after taking into account taxes owed but not paid by such date (which is expected to be the same approximate amount two business days prior to the meeting) was approximately $10.97. If the Extension is approved and the Company takes the full six months to complete its initial Business Combination, the redemption amount per share at the meeting for such Business Combination or the Company’s subsequent liquidation will be approximately $11.33, in comparison to the current |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Investments Held in Trust Account At December 31, 2021 and 2020, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Warrants Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and 2020 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision is zero for the periods presented. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings per Share.” In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be deemed dividends and to reduce from net income (loss) in arriving at income (loss) available to common shareholders. At December 31, 2021 and 2020, the Company has not considered the effect of the warrants sold in the Initial Public Offering and the dividend warrants issued in April 2021 to purchase an aggregate of 6,616,116 shares and 5,908,876 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive for the years ended December 31 2021 and 2020, respectively. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, December 31, Warrants liabilities – Private Warrants 3 $ 411,038 $ 522,579 The change in the fair value of warrant liabilities regarding Level 3 fair value measurements is summarized as follows Warrants liabilities at December 31, 2019 $ 533,319 Change in fair value of warrants liabilities for the year ended December 31, 2020 (10,740 ) Warrants liabilities at December 31, 2020 522,579 Change in fair value of warrants liabilities for the year ended December 31, 2021 (111,541 ) Warrants liabilities at December 31, 2021 $ 411,038 The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 as the Company concluded that its Private Warrants are not indexed to the Company’s ordinary shares because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and are presented within warrant liabilities on the Company’s accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The fair value of the Private Warrants was estimated using the Black-Scholes option-pricing model. The application of the Black-Scholes option-pricing model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining the expected volatility of the ordinary shares. Due to the limited history of trading of the Company’s ordinary shares, the Company determined expected volatility based on a peer group of publicly traded companies. The following reflects the inputs and assumptions used: December 31, December 31, Stock price $ 11.69 $ 11.41 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 1.28 % 0.40 % Expected term (in years) 5.25 5.25 Expected dividend yield 0.00 % 0.00 % Expected volatility 40.92 % 41.59 % Merger probability adjustment 55.00 % 75.00 % Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Public Unit Pursuant to the Initial Public Offering on October 26, 2018, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. On November 20, 2018, in connection with the underwriters’ exercise of their over-allotment option, the Company consummated the sale of an additional 1,487,992 Public Units at $10.00 per Unit. Each Unit consists of one ordinary share, one redeemable warrant (“Public Warrant”), and one right (“Public Right”). Each whole redeemable warrant entitles the holder to purchase one half of one ordinary share at an exercise price of $11.50 (see Note 10). Every 10 Public Rights will convert automatically into one ordinary share upon consummation of a Business Combination (see Note 10). If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Warrants and Public Rights will expire and be worthless. Since the Company is not required to net cash settle the Public Warrants and Public Rights, and the Public Warrants and Public Rights are convertible upon the consummation of the Business Combination, management determined that the Public Warrants and Public Rights are classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40. The proceeds from the sale are allocated to Public Shares and Public Warrants and Public Rights based on the relative fair value of the securities in accordance with ASC 470-20-30. The value of the Public Shares, Public Warrants and Public Rights was based on the closing price paid by investors. At the closing of the Initial Public Offering and over-allotment option, the Company paid an upfront underwriting discount of $2,000,000 and $297,598, 2.0% of the per unit offering price to the underwriter, respectively, with an additional fee of $3,500,000 and $520,797 (the “Deferred Discount”), 3.5% of the gross offering proceeds payable upon the completion of the Business Combination, respectively. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close a Business Combination, the underwriter has waived its right to receive the Deferred Discount. The underwriter is not entitled to any interest accrued on the Deferred Discount. Total offering costs were $3,060,924, which consisted of $2,297,598 of underwriter’s commissions and $763,326 of other offering costs. Purchase Option On October 26, 2018, the Company sold the underwriter (and its designees), for $100, an option to purchase up to 500,000 Units exercisable at $11.50 per Unit (or an aggregate exercise price of $5,750,000) commencing on the consummation of a Business Combination. The purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related to the Initial Public Offering. The Units issuable upon exercise of this option are identical to those offered in the Initial Public Offering, with 500,000 ordinary shares, warrants to purchase 250,000 shares and rights to receive 50,000 ordinary shares that may be issued upon exercise of the option. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to shareholders’ equity. The Company estimated the fair value of this unit purchase option to be approximately $1,603,060 (or $3.206 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 38%, (2) risk-free interest rate of 2.29% (the interest rate on a three-month US Treasury Bill on October 26, 2018) and (3) expected life of five years. |
Private Placements
Private Placements | 12 Months Ended |
Dec. 31, 2021 | |
Private Placements [Abstract] | |
Private Placements | Note 4 — Private Placements Simultaneously with the Initial Public Offering, the Company’s Sponsor purchased an aggregate of 300,000 Private Units at $10.00 per Unit (for a total purchase price of $3,000,000). On November 20, 2018, in connection with the underwriters’ partial exercise of their over-allotment option, the Company consummated the sale of additional 29,760 Private Units, generating gross proceeds of $297,600. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the units sold in the Initial Public Offering except the Private Units are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor or its permitted transferees. The purchasers of the Private Units have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the founder shares) until the completion of the Business Combination. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In August 2018, the Company issued 1,725,000 Class B ordinary shares to its initial shareholders as founder shares, of which an aggregate of 1,650,000 Class B ordinary shares were issued for an aggregate purchase price of $17,250 or $0.010454545 per share, and an aggregate of 75,000 Class B ordinary shares were issued for services rendered. On September 10, 2018, the Company issued an additional 1,150,000 Class B ordinary shares to its initial shareholders as founder shares, of which an aggregate of 1,135,000 Class B ordinary shares were issued for an aggregate purchase price of $2,300 or approximately $0.00202643 per share, and an aggregate of 15,000 Class B ordinary shares were issued for services rendered. On September 14, 2018, the Company’s initial shareholders converted all of their Class B ordinary shares, constituting all of the outstanding Class B ordinary shares of the Company, into Class A ordinary shares and, immediately thereafter, the Company amended and restated its Memorandum and Articles of Association to eliminate the Class B ordinary shares and re-designate the Class A ordinary shares as “ordinary shares.” As a result, prior to the Initial Public Offering, the Company’s initial shareholders held 2,875,000 founder shares. The 2,875,000 founder shares included an aggregate of up to 375,000 ordinary shares subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters in full or in part. On November 20, 2018, as a result of the underwriters’ partial exercise of their over-allotment option, 3,002 founder shares were forfeited. The founder shares are identical to the ordinary shares included in the units sold in the Initial Public Offering. However, the Initial Shareholders have agreed to (A) to vote any shares owned by them in favor of any proposed Business Combination, (B) not to convert any shares in connection with a shareholder vote to approve a proposed initial Business Combination or any amendment to the Company’s charter documents prior to consummation of an initial Business Combination, or sell any shares to the Company in a tender offer in connection with a proposed initial Business Combination and (C) that the founder shares shall not participate in any liquidating distribution from the Trust Account upon winding up if a Business Combination is not consummated. Additionally, subject to certain limited exceptions, the Initial Shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and with respect to the remaining 50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Related Party Advances During the year ended December 31, 2020, the Company received an aggregate of $273,640 in advances from the Company’s Chief Executive Officer for working capital purposes, of which $140,000 was used to partially fund the Extension. The advances are non-interest bearing and due on demand. At December 31, 2021 and 2020, advances of $273,640 were outstanding which are included in due to related parties in the accompanying balance sheets. During the year ended December 31, 2021, SolarMax made a series of non-interest bearing loans to the Sponsor in the aggregate principal amount of $651,369, to enable the Sponsor to provide the Company with funds to pay for the Company’s operating costs. These notes shall be paid off in cash upon the closing of the Merger. Otherwise, the due date will be upon the earlier of the date on which the Merger Agreement is terminated or the date an Event of Default shall occur. At December 31, 2021 and 2020, advances of $651,369 and $128,466 were outstanding and included in due to related parties in the accompanying balance sheets. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. As provided in the Merger Agreement, as amended, the Working Capital Loans would be repaid in cash upon the closing of the Merger. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On July 6, 2018, the Sponsor loaned the Company $300,000 under a promissory note (the “Sponsor Note 1”), a portion of which was used to pay for costs associated with the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the closing of a Business Combination. As of December 31, 2021 and 2020, there was $300,000 outstanding under the Sponsor Note 1. On January 24, 2020, the Sponsor loaned the Company an additional $780,000 under a promissory note (the “Sponsor Note 2”) in order to partially fund the amount required to be deposited into the Trust Account to extend the period of time required by the Company to complete a Business Combination. The loan is non-interest bearing, unsecured and due at the closing of a Business Combination. As of December 31, 2021 and 2020, there was $780,000 outstanding under the Sponsor Note 2. Administrative Service Fee The Company has agreed, commencing on August 1, 2018, to pay the Sponsor, a monthly fee of an aggregate of $1,000 for general and administrative services including office space, utilities and secretarial support, due before the first day of each month. This arrangement will terminate upon the completion of a Business Combination or a distribution of the Trust Account to the public shareholders. For each of the years ended December 31, 2021 and 2020, the Company incurred $12,000 of administrative fees. At December 31, 2021 and 2020, $18,000 and $6,000, respectively, of such fees are included in accounts payable and accrued expenses in the accompanying balance sheets. Other than the $1,000 per month administrative fee and the $1,080,000 of non-interest bearing loans described above, no compensation or fees of any kind, including finder’s fee, consulting fees and other similar fees, will be paid to our initial shareholders, members of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and Business Combination as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by the Company. |
Promissory Notes
Promissory Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Promissory Notes | Note 6 — Promissory Notes Promissory notes are comprised of the following as of December 31, 2021 and 2020: December 31, December 31, GN Note 1 $ 1,148,800 $ 1,148,800 GN Note 2 500,000 500,000 AMC Note 100,000 100,000 SolarMax Notes 1 261,348 261,348 SolarMax Notes 2 212,022 - SolarMax Notes 3 224,083 - SolarMax Notes 4 230,114 - SolarMax Notes 5 332,377 - SolarMax Notes 6 115,647 - Total $ 3,124,391 $ 2,010,148 On September 18, 2019, the Company issued an unsecured promissory note in the aggregate principal amount of $1,148,800 to Global Nature (the “GN Note 1”). The GN Note 1 was issued in connection with the GN LOI entered into by and between Global Nature and the Company on September 13, 2019, to consummate a potential Business Combination with Global Nature. The GN Note 1 is non-interest bearing and is payable on the date on which the Company consummates its 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. As of December 31, 2021 and 2020, there was $1,148,800 outstanding under the GN Note 1. Pursuant to the GN Note 1, in the event that Global Nature notifies the Company that it does not wish to proceed with the Qualified Business Combination (the “Withdrawal Request”), the Company shall only be obligated to repay the GN Note 1 as follows: (i) 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 a Business Combination with another target if the Withdrawal Request is given from after October 18, 2019; or (ii) the full principal amount of the GN Note 1 as soon as possible with best efforts but no later than 5 business days after a Business Combination or the date of expiry of the term of the Company (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, the Company received the Withdrawal Request from Global Nature that it did not wish to proceed with the Qualified Business Combination. The parties agreed that the GN Note 1 which shall be repaid as soon as possible with best efforts but no later than 5 business days after the Company’s Business Combination or the date of the expiry of the term of the Company (whichever is earlier). All amounts owed by the Company under the GN Note 1 become immediately due and payable upon an event of default, which includes the Company’s failure to pay the principal amount due within 5 business days of the Maturity Date and the Company’s voluntary or involuntary bankruptcy. On December 3, 2019, the Company issued an unsecured promissory note in the aggregate principal amount of $500,000 to Global Nature (the “GN Note 2”). The GN Note 2 was issued in order to fund the Company’s working capital needs. The GN Note 2 is non-interest bearing and is payable as soon as possible but in any event no later than 5 business days after the Company’s initial Business Combination or the date of the expiry of the term of the Company, whichever is earlier. The principal balance may be prepaid at any time without penalty. As of December 31, 2021 and 2020, there was $500,000 outstanding under the GN Note 2. On April 17, 2020, the Company 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 “AMC Payee”). The AMC Note was issued in connection with a non-binding letter of intent entered (“AMC LOI”) into by and between the Company 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 principal of the AMC Note of $500,000 will be paid in installments according to the needs of the Company. The AMC Note is non-interest bearing and is payable on the date on which the Company consummates its initial Business Combination with AMC 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. On May 5, 2020, the Company received first installment of $100,000 under the AMC Note. As of December 31, 2021 and 2020, there was $100,000 outstanding under the AMC Note. From September 2020 to December 2020, the Company issued unsecured promissory notes in the aggregate principal amount of $261,348 to SolarMax (the “SolarMax Notes 1”) to finance the extension of the period that the Company must complete a Business Combination. The SolarMax Notes 1 are non-interest bearing and payable on the earlier of (i) the consummation of a Business Combination, (ii) the Second Extended Date, or (iii) the date on which either (x) the letter of intent dated September 3, 2020 (the “LOI”) or (y) the Acquisition Agreement, as defined in the LOI, are terminated for any reason. At December 31, 2021 and December 31, 2020, there was $261,348 outstanding under the SolarMax Notes 1. From January to March 2021, the Company issued additional unsecured promissory notes in the aggregate principal amount of $212,022 to SolarMax (the “SolarMax Notes 2”) to finance the extension of the period that the Company must complete a Business Combination to April 26, 2021. SolarMax Notes 2 are non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently October 26, 2021, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. At December 31, 2021, there was $212,022 outstanding under the SolarMax Notes 2. From April to June 2021, the Company issued additional unsecured promissory notes in the aggregate principal amount of $224,083 to SolarMax (the “SolarMax Notes 3”) to finance the extension of the period that the Company must complete a Business Combination to October 26, 2021. SolarMax Notes 3 are non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. At December 31, 2021, there was $224,083 outstanding under the SolarMax Notes 3. In September 2021, the Company issued additional unsecured promissory notes in the aggregate principal amount of $230,114 to SolarMax (the “SolarMax Notes 4”) to finance the extension of the period that the Company must complete a Business Combination to October 26, 2021. SolarMax Notes 4 are non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. At December 31, 2021, there was $230,114 outstanding under the SolarMax Notes 4. From October to December 2021, the Company issued additional unsecured promissory notes in the aggregate principal amount of $332,377 to SolarMax (the “SolarMax Notes 5”) to finance the extension of the period that the Company must complete a Business Combination to October 26, 2021, which date is presently extended to April 26, 2022. SolarMax Notes 5 are non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. At December 31, 2021, there was $332,377 outstanding under the SolarMax Notes 5. In November 2021, the Company issued additional unsecured promissory notes in the aggregate principal amount of $115,647 to SolarMax (the “SolarMax Notes 6”) to provide the Company with funds to pay for the Company’s operating costs. SolarMax Notes 6 are non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. At December 31, 2021, there was $115,647 outstanding under the SolarMax Notes 6. |
Cash and Investments Held in Tr
Cash and Investments Held in Trust Account | 12 Months Ended |
Dec. 31, 2021 | |
Cash And Investment Held In Trust Account [Abstract] | |
Cash and Investments Held in Trust Account | Note 7 — Cash and Investments Held in Trust Account As of December 31, 2021 and 2020, assets held in the Trust Account were comprised of $14,869,184 and $15,364,991, respectively, in money market funds which are invested in U.S. Treasury Securities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 14,869,184 $ 15,364,991 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 — Commitments and Contingencies Legal Proceedings From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When the Company becomes aware of a claim or potential claim, the Company assesses the likelihood of any loss or exposure. On October 22, 2021, the Company received one demand letter from a putative stockholder alleging that the proxy statement/prospectus Form S-4 and its amendments filed by the Company omit certain material information with respect to the merger with SolarMax and seeking the issuance of corrective disclosure in an amendment or supplement to the proxy statement/prospectus. The Company believes that the disclosure in the proxy statement/prospectus complies fully with applicable law. The Company specifically denies all allegations that any additional disclosure is required and reserve all defenses in connection with the demand. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or complete the SolarMax Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on October 23, 2018, the holders of the founder shares, Private Units (and underlying securities) and units that may be issued in payment of Working Capital Loans (and all underlying securities) are entitled to registration rights. The holders of a majority-in-interest of these securities are entitled to make up to two demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Deferred Underwriter Compensati
Deferred Underwriter Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Deferred Underwriter Compensation | Note 9 — Deferred Underwriter Compensation The Company is obligated to pay the underwriters a deferred underwriting discounts and commissions equal to 3.5% of the gross proceeds of the Initial Public Offering. Upon completion of the Business Combination, $4,020,797 (with consideration of the underwriters’ exercise of their over-allotment option on November 20, 2018) will be paid to the underwriters from the funds held in the Trust Account. No discounts or commissions will be paid with respect to the purchase of the Private Units. |
Shareholders_ Deficit
Shareholders’ Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Deficit | Note 10 — Shareholders’ Deficit Preferred Shares Ordinary Shares Warrants The warrants issued in the Private Units (“Private Warrants”) are identical to the Public Warrants sold in the Initial Public Offering except the Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The Company may call the warrants for redemption (excluding the Private Warrants and any warrants issued to its initial shareholders, officers or directors in payment of working capital loans made to the Company, but including outstanding warrants issued upon exercise of the unit purchase option issued to Chardan Capital Markets LLC), in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” On January 19, 2021, the board of the Company approved the issuance of 1,414,480 dividend warrants to those public shareholders who were shareholders on April 21, 2020 and did not exercise their right of redemption in connection with the April 2020 extension, and the Company instructed such issuance. The dividend warrants were issued on April 8, 2021. The dividend warrants are identical to the warrants included in the units sold in the Company’s Initial Public Offering, for which one dividend warrant has the right to purchase one-half of one ordinary share at an exercise price of $11.50 per whole share. The Company accounted for the fair value of the dividend warrants using the closing market price of the Company’s Public Warrants on April 8, 2021 and determined the aggregate fair value of $636,375. The dividend warrants were recorded as a reduction of retained earnings and an additional to ordinary shares capital of the Company. As of December 31, 2021 and 2020, the Company has outstanding warrants of 13,232,232 and 11,817,752 to purchase an aggregate of 6,616,116 shares and 5,908,876 shares of the Company’s ordinary shares, respectively, with a weighted average exercise of $11.50 per whole share. Rights If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. The rights included in the Private Units sold in the private placement are identical to the rights included in the Units sold in the Initial Public Offering, except that, among others, the rights including the shares issuable upon exchange of such rights, are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become tradable only after certain conditions are met or the resale of such rights (including underlying securities) is registered under the Securities Act. Refer to Note 4 Private Placement for more details. |
Reconciliation of Basic and Dil
Reconciliation of Basic and Diluted Net Loss per Ordinary Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Net Loss per Ordinary Share | Note 11 — Reconciliation of Basic and Diluted Net Loss per Ordinary Share In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be deemed dividends and to reduce from net income (loss) in arriving at net income (loss) available to common shareholders. Accordingly, basic and diluted adjusted net loss per ordinary share is as follows: Years Ended 2021 2020 Net (loss) income $ (615,039 ) $ 25,302 Distribution of dividend warrants (636,375 ) - Accretion of carrying value to redemption value (1,000,068 ) (2,209,552 ) Net loss including accretion of carrying value to redemption value $ (2,251,482 ) $ (2,184,250 ) Year Ended Year Ended Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (657,333) $ (1,594,149) $ (1,282,302) $ (901,948) Denominators: Weighted-average shares outstanding 1,320,217 3,201,758 4,551,951 3,201,758 Basic and diluted net loss per share $ (0.50 ) $ (0.50 ) $ (0.28 ) $ (0.28 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 — Subsequent Events The Company’s management reviewed all material events that have occurred after the balance sheet date through the date which these financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Promissory Notes In January 2022, the Company issued additional unsecured promissory notes in the aggregate principal amount of $127,836 to SolarMax (the “SolarMax Notes 7”) to finance the extension of the period that the Company must complete a Business Combination to April 26, 2022. SolarMax Notes 7 are non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. In March 2022, the Company issued additional unsecured promissory notes in the aggregate principal amount of $161,020 to SolarMax (the “SolarMax Notes 8”) to provide the Company with funds to pay for the Company’s operating costs. SolarMax Notes 8 are non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2021 and 2020, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. |
Warrants Liabilities | Warrants Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and 2020 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision is zero for the periods presented. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings per Share.” In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be deemed dividends and to reduce from net income (loss) in arriving at income (loss) available to common shareholders. At December 31, 2021 and 2020, the Company has not considered the effect of the warrants sold in the Initial Public Offering and the dividend warrants issued in April 2021 to purchase an aggregate of 6,616,116 shares and 5,908,876 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive for the years ended December 31 2021 and 2020, respectively. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, December 31, Warrants liabilities – Private Warrants 3 $ 411,038 $ 522,579 The change in the fair value of warrant liabilities regarding Level 3 fair value measurements is summarized as follows Warrants liabilities at December 31, 2019 $ 533,319 Change in fair value of warrants liabilities for the year ended December 31, 2020 (10,740 ) Warrants liabilities at December 31, 2020 522,579 Change in fair value of warrants liabilities for the year ended December 31, 2021 (111,541 ) Warrants liabilities at December 31, 2021 $ 411,038 The Private Warrants are accounted for as liabilities in accordance with ASC 815-40 as the Company concluded that its Private Warrants are not indexed to the Company’s ordinary shares because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares and are presented within warrant liabilities on the Company’s accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations. The fair value of the Private Warrants was estimated using the Black-Scholes option-pricing model. The application of the Black-Scholes option-pricing model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining the expected volatility of the ordinary shares. Due to the limited history of trading of the Company’s ordinary shares, the Company determined expected volatility based on a peer group of publicly traded companies. The following reflects the inputs and assumptions used: December 31, December 31, Stock price $ 11.69 $ 11.41 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 1.28 % 0.40 % Expected term (in years) 5.25 5.25 Expected dividend yield 0.00 % 0.00 % Expected volatility 40.92 % 41.59 % Merger probability adjustment 55.00 % 75.00 % |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | Level December 31, December 31, Warrants liabilities – Private Warrants 3 $ 411,038 $ 522,579 |
Schedule of fair value of warrant liabilities regarding Level 3 fair value measurements | Warrants liabilities at December 31, 2019 $ 533,319 Change in fair value of warrants liabilities for the year ended December 31, 2020 (10,740 ) Warrants liabilities at December 31, 2020 522,579 Change in fair value of warrants liabilities for the year ended December 31, 2021 (111,541 ) Warrants liabilities at December 31, 2021 $ 411,038 |
Schedule of fair value of private warrants | December 31, December 31, Stock price $ 11.69 $ 11.41 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 1.28 % 0.40 % Expected term (in years) 5.25 5.25 Expected dividend yield 0.00 % 0.00 % Expected volatility 40.92 % 41.59 % Merger probability adjustment 55.00 % 75.00 % |
Promissory Notes (Tables)
Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of promissory notes | December 31, December 31, GN Note 1 $ 1,148,800 $ 1,148,800 GN Note 2 500,000 500,000 AMC Note 100,000 100,000 SolarMax Notes 1 261,348 261,348 SolarMax Notes 2 212,022 - SolarMax Notes 3 224,083 - SolarMax Notes 4 230,114 - SolarMax Notes 5 332,377 - SolarMax Notes 6 115,647 - Total $ 3,124,391 $ 2,010,148 |
Cash and Investments Held in _2
Cash and Investments Held in Trust Account (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash And Investment Held In Trust Account [Abstract] | |
Schedule of fair value on a recurring basis | Description Level December 31, December 31, Assets: Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 14,869,184 $ 15,364,991 |
Reconciliation of Basic and D_2
Reconciliation of Basic and Diluted Net Loss per Ordinary Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted adjusted net loss per ordinary share | Years Ended 2021 2020 Net (loss) income $ (615,039 ) $ 25,302 Distribution of dividend warrants (636,375 ) - Accretion of carrying value to redemption value (1,000,068 ) (2,209,552 ) Net loss including accretion of carrying value to redemption value $ (2,251,482 ) $ (2,184,250 ) |
Schedule of basic and diluted adjusted net loss per ordinary share | Year Ended Year Ended Redeemable Non-Redeemable Redeemable Non-Redeemable Basic and diluted net loss per share: Numerators: Allocation of net loss including carrying value to redemption value $ (657,333) $ (1,594,149) $ (1,282,302) $ (901,948) Denominators: Weighted-average shares outstanding 1,320,217 3,201,758 4,551,951 3,201,758 Basic and diluted net loss per share $ (0.50 ) $ (0.50 ) $ (0.28 ) $ (0.28 ) |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Oct. 04, 2021 | Aug. 11, 2021 | Oct. 26, 2020 | Oct. 26, 2021 | Oct. 22, 2021 | Apr. 23, 2021 | Apr. 15, 2021 | Mar. 18, 2021 | Apr. 23, 2020 | Jan. 23, 2020 | Oct. 18, 2019 | Nov. 20, 2018 | Oct. 26, 2018 | Dec. 31, 2021 |
Organization and Business Operations (Details) [Line Items] | ||||||||||||||
Initial public offering units (in Shares) | 1,487,992 | 10,000,000 | ||||||||||||
Sale of price per unit (in Dollars per share) | $ 10.77013 | |||||||||||||
Sale of units (in Shares) | 1,000 | |||||||||||||
Extension, shareholders holding, description | In connection with the Extension, shareholders holding 10,073,512 public shares exercised their right to redeem such shares for a pro rata portion of fund held in the Trust Account. As a result, an aggregate of $105,879,118 (or $10.51 per share) was removed from the Trust Account to pay such shareholders. | |||||||||||||
Gross proceeds from sale of private units | $ 10,770 | |||||||||||||
Third Extension, shareholders holding, description | In connection with the Third Extension, shareholders holding 135,069 public shares exercised their right to redeem such shares for a pro rata portion of fund held in the Trust Account. As a result, an aggregate of $1,495,303.45 (or $11.07 per share) was released from the Trust Account to pay such shareholders. | |||||||||||||
Aggregate of released from trust account | $ 10,770 | $ 571.56 | ||||||||||||
Aggregate shares price per share (in Dollars per share) | $ 11.43 | |||||||||||||
Percentage of fair market value | 80.00% | |||||||||||||
Test, percentage | 80.00% | |||||||||||||
Percentage of owns or acquires | 50.00% | |||||||||||||
Percentage of equity interests or assets | 100.00% | |||||||||||||
Business acquired, percentage | 80.00% | |||||||||||||
Deposit in the trust account per share (in Dollars per share) | $ 10 | |||||||||||||
Net tangible assets | $ 5,000,001 | |||||||||||||
Public share redeem percentage | 100.00% | |||||||||||||
Merger agreement description | On August 11, 2021, September 10, 2021, and October 4, 2021, the Company, Merger Sub and SolarMax entered into a third amendment, a fourth amendment, and a fifth amendment to the Merger Agreement. Pursuant to these amendments: (i) the number of ordinary shares of the Company to be issued to the SolarMax shareholders was changed to provide that the number of shares is determined by dividing $300,000,000 by $10.50 rather than the Redemption Price; (ii) SolarMax, which, as of October 4, 2021 had made the non-interest bearing loans to Alberton in connection with the Extension, Second Extension, and Third Extension (the “Extension Loan”), totaling of $927,567, agreed, if the amendment to Alberton’s Amended and Restated Memorandum and Articles of Association in connection with the October 2021 Extension (the “Extension Amendment”) is approved by SolarMax’ shareholders, to make up to additional six Extension Loans, and all of the Extension Loans will be paid at the closing of the Business Combination with SolarMax; (iii) the requirement that the Company satisfy its obligation to settle the deferred underwriting compensation paid to Chardan Capital Markets LLC, which is $4,020,797, through the delivery of Sponsor Shares was eliminated, and the deferred underwriting compensation is to be paid in cash; (iv) the requirement that the notes outstanding at September 3, 2020 be settled through the delivery of Founder Shares was eliminated and these notes will be paid at the closing, (v) 800,000 Founder Shares will be canceled immediately prior to the closing, (vi) all outstanding Private Warrants, each exercisable for one-half of one ordinary shares of the Company (or common stock of the Company following redomestication), including all rights to receive additional Private Warrants which may be issued upon conversion of any notes or other advances made to Purchaser, shall be cancelled, and the Company shall issue to the holder of the Private Warrants (including any right to receive additional Private Warrants) a total of 44,467 ordinary shares of the Company immediately prior to the closing, (vii) pursuant to loan agreements with the Sponsor, SolarMax had made loans to the Sponsor for payment of obligations of the Company of $651,369 and agreed to make additional advances of up to $12,233. These loans will be paid at the closing; (viii) on October 4, 2021, the Company entered into securities purchase agreement with two investors who agreed to purchase convertible notes in the principal amount of $10 million. The notes are automatically converted at the closing into shares of common stock with a conversion price equal to ten times the average price of the Company’s rights for the 25 trading days ending on the 2nd trading day before the proxy statement is mailed to the Company’s shareholders, (ix) at the closing, the Company shall issue, under the incentive plan, to each of William Walter Young, Qing S. Huang and Peng Gao 30,000 shares of common stock as the compensation shares for their service as independent directors of the Company until the closing and to Citiking International Limited, a company organized under the laws of Hong Kong (“Citiking”), 200,000 shares pursuant to certain consulting agreement between the Company and Citiking, among which 50,000 shares shall vest immediately upon the closing, 50,000 shares shall vest upon the first anniversary of the closing, 50,000 shares shall vest on the second anniversary of the Closing and remaining 50,000 shares shall vest on the third anniversary of the closing; and (x) the Company agreed that the Company would assume the Sponsor’s obligation to make a $50,000 payment to the Company’s former chief executive officer immediately prior to the closing. | |||||||||||||
Forfeit aggregate shares (in Shares) | 800,000 | |||||||||||||
Aggregate shares purchase price | $ 18,000,000 | |||||||||||||
Stock purchase agreement description | On August 11, 2021, the Company also entered into certain stock purchase agreement (the “PIPE SPA”) with JSDC Investment LLC (the “PIPE Investor”) who is a minority existing shareholder of SolarMax, pursuant to which the PIPE Investor shall purchase immediately prior to the closing, ordinary shares of the Company (or common stock of the Company following redomestication) at the amount equal to (i) $6 million divided by (ii) a price per share equal to the price at which each share of the Company is redeemed pursuant to the redemption by public shareholders in connection with the merger. | |||||||||||||
Aggregate amount | $ 10,000,000 | |||||||||||||
Sale of new notes price | $ 10,000,000 | |||||||||||||
Certain letter agreement | On August 11, 2021, the Company entered into a certain letter agreement (the “IR Agreement”) with Citiking, pursuant to which Citiking shall render investor relations services to the Company and to generally act as its investor relations consultant for the Asian market pursuant to the terms of the IR Agreement upon and following the closing of the Merger. Under the terms of the IR Agreement, the Company has agreed to issue an aggregate of 200,000 Ordinary Shares or Common Stock to Citiking as consideration for its services, of which first 50,000 shares shall vest at the closing of the Merger, 50,000 shares shall vest at the first anniversary of the closing of the Merger, 50,000 shares shall vest at the second anniversary and last 50,000 shares shall vest on the third anniversary of the closing of the Merger, provided that Citiking remains as advisor to the Company at each vesting date. | |||||||||||||
Deposit trust account | $ 1,148,799 | |||||||||||||
Principal amount | $ 1,148,800 | |||||||||||||
Liquidation, description | In connection with the approval of the extension, shareholders elected to redeem an aggregate of 10,073,512 of the Company’s ordinary shares. As a result, an aggregate of $105,879,118 (or $10.51 per share) was released from the Company’s Trust Account to pay such shareholders. | |||||||||||||
Business combination description | The Company agreed to contribute, or cause to be contributed on its behalf (the “Cash Contribution”), $60,000 for the aggregate number of Public Shares that did not convert in connection with the Extension (the “Remaining Public Shares”) for each monthly period or portion thereof that is needed to complete a Business Combination (commencing on April 27, 2020 until the earlier of the consummation of a Business Combination and the expiry of the Extension). The Cash Contribution will be deposited as additional interest on the proceeds in the Trust Account and will be distributed pro rata as a part of the redemption amount to each Remaining Public Share in connection with a future redemption. In addition, at the earlier date (the “Issuance Date”) of the consummation of its initial Business Combination and the expiry of the Extension, the Company will issue a dividend of one warrant to purchase one-half of one ordinary share for each Remaining Public Share. Each such warrant will be identical to the warrants included in the Units sold in the Company’s Initial Public Offering (the “Dividend”, collectively with the Cash Contribution, the “Contribution”). | |||||||||||||
Redeem an aggregate of ordinary shares (in Shares) | 1,000 | |||||||||||||
Aggregate of per shares (in Dollars per share) | $ 10.77013 | |||||||||||||
Aggregate per share (in Dollars per share) | $ 0.05 | |||||||||||||
Remaining share (in Dollars per share) | $ 0.06 | $ 11.5 | ||||||||||||
Additional interest amount | $ 84,808.8 | |||||||||||||
Pro rata extension price | $ 10.97 | |||||||||||||
Subsequent liquidation Value | 11.33 | |||||||||||||
Redemption amount | $ 10.97 | |||||||||||||
Deposit price per share (in Dollars per share) | $ 0.1 | |||||||||||||
Deposited an aggregate, description | the Company deposited an aggregate of $1,499,944 into the Trust Account to fund the Extension. The Extension was partially funded from a $140,000 advance provided by the Sponsor (see Note 5), $100,000 from the AMC Note (defined below) and $1,259,944 from the SolarMax Notes (see Note 6). | |||||||||||||
Trust Account [Member] | ||||||||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||||||||
Trust account | $ 1,148,800 | $ 1,148,799 | ||||||||||||
Loan provided by the sponsor | 780,000 | |||||||||||||
Partially company's working capital | 368,800 | |||||||||||||
Aggregate principal amount | $ 780,000 | |||||||||||||
Sponsor [Member] | ||||||||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||||||||
Aggregate principal amount | $ 651,369 | |||||||||||||
Bin (Ben) Wang [Member] | ||||||||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||||||||
Forfeit aggregate shares (in Shares) | 50,000 | |||||||||||||
Initial Public Offering [Member] | ||||||||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||||||||
Initial public offering units (in Shares) | 10,000,000 | |||||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||||||||
Generating gross proceeds from initial public offering | $ 100,000,000 | |||||||||||||
Initial Public Offering [Member] | Trust Account [Member] | ||||||||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||||||||
Net proceeds | $ 100,000,000 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | $ 10 | ||||||||||||
Sale of units (in Shares) | 300,000 | |||||||||||||
Additional units (in Shares) | 29,760 | |||||||||||||
Additional gross proceeds | $ 297,600 | |||||||||||||
Gross proceeds from sale of private units | $ 297,600 | |||||||||||||
Private Placement [Member] | Sponsor [Member] | ||||||||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||||||||
Sale of units (in Shares) | 300,000 | |||||||||||||
Generating gross proceeds from private placement | $ 3,000,000 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||||||||
Generating gross proceeds from initial public offering | $ 14,879,920 | |||||||||||||
Sale of units (in Shares) | 1,487,992 | |||||||||||||
Over-Allotment Option [Member] | Trust Account [Member] | ||||||||||||||
Organization and Business Operations (Details) [Line Items] | ||||||||||||||
Sale of price per unit (in Dollars per share) | $ 10 | |||||||||||||
Additional net proceeds | $ 14,879,920 | |||||||||||||
Trust account | $ 114,879,920 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Purchase an aggregate shares | 6,616,116 | 5,908,876 |
Federal depository insurance coverage (in Dollars) | $ 250,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 3 [Member] | ||
Significant Accounting Policies (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis [Line Items] | ||
Warrants liabilities – Private Warrants | $ 411,038 | $ 522,579 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of fair value of warrant liabilities regarding level 3 fair value measurements - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value of warrant liabilities regarding level 3 fair value measurements [Abstract] | ||
Warrants liabilities at Beginning | $ 522,579 | $ 533,319 |
Change in fair value of warrants liabilities | (111,541) | (10,740) |
Warrants liabilities at ending | $ 411,038 | $ 522,579 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of fair value of private warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value of private warrants [Abstract] | ||
Stock price (in Dollars per share) | $ 11.69 | $ 11.41 |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Risk-free interest rate | 1.28% | 0.40% |
Expected term (in years) | 5 years 3 months | 5 years 3 months |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 40.92% | 41.59% |
Merger probability adjustment | 55.00% | 75.00% |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 20, 2018 | Oct. 26, 2018 | Dec. 31, 2021 | |
Initial Public Offering (Details) [Line Items] | |||
Initial public offering of units (in Shares) | 1,487,992 | 10,000,000 | |
Purchase price per unit (in Dollars per share) | $ 10 | ||
Exercise price (in Dollars per share) | $ 11.5 | ||
Warrant, description | Every 10 Public Rights will convert automatically into one ordinary share upon consummation of a Business Combination (see Note 10). | ||
Public Units [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Initial public offering of units (in Shares) | 10,000,000 | ||
Purchase price per unit (in Dollars per share) | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Upfront underwriting discount | $ 2,000,000 | ||
Offering price to underwriter | $ 297,598 | ||
Offering price to underwriter, percentage | 2.00% | ||
Additional fee to underwriter | $ 3,500,000 | ||
Deferred discount gross offering proceeds | $ 520,797 | ||
Percentage of deferred discount gross offering proceeds | 3.50% | ||
Total offering costs | $ 3,060,924 | ||
Underwriter's commissions | 2,297,598 | ||
Other offering costs | $ 763,326 | ||
Purchase Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Initial public offering of units (in Shares) | 500,000 | ||
Purchase price per unit (in Dollars per share) | $ 3.206 | ||
Exercise price (in Dollars per share) | $ 11.5 | ||
Underwriter's fees | $ 100 | ||
Aggregate exercise price | $ 5,750,000 | ||
Stock options expired term | 5 years | ||
Option to purchase ordinary shares (in Shares) | 500,000 | ||
Warrants to purchase shares and rights (in Shares) | 250,000 | ||
Ordinary shares issued upon exercise of the option (in Shares) | 50,000 | ||
Cash payment | $ 100 | ||
Fair value of purchase option | $ 1,603,060 | ||
Expected volatility | 38.00% | ||
Risk-free interest rate | 2.29% | ||
Fair value expected life | 5 years |
Private Placements (Details)
Private Placements (Details) - Private Placement [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Nov. 20, 2018 | Dec. 31, 2021 | |
Private Placements (Details) [Line Items] | ||
Sale of units | 300,000 | |
Sale of price per unit | $ 10 | $ 10 |
Total purchase price | $ 3,000,000 | |
Purchase of additional units | 29,760 | |
Gross proceeds from sale of private units | $ 297,600 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 14, 2018 | Sep. 10, 2018 | Aug. 01, 2018 | Nov. 20, 2018 | Oct. 26, 2018 | Aug. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 24, 2020 | Jul. 06, 2018 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Ordinary shares issued for services (in Shares) | 1,487,992 | 10,000,000 | ||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||
Advances outstanding | $ 925,009 | $ 402,106 | ||||||||
Due to related parties | 651,369 | 128,466 | ||||||||
General and administrative services fees | $ 1,000 | |||||||||
Administrative fees | 12,000 | 12,000 | ||||||||
Accounts payable and accrued expenses | 18,000 | 6,000 | ||||||||
Non-interest bearing loans | 1,080,000 | |||||||||
Administrative Service [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Administrative fees | 1,000 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | 651,369 | |||||||||
Sponsor Loaned [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Promissory note | $ 300,000 | |||||||||
Notes outstanding | 300,000 | 300,000 | ||||||||
Sponsor Loaned One [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Promissory note | $ 780,000 | |||||||||
Notes outstanding | 780,000 | 780,000 | ||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate founder shares (in Shares) | 2,875,000 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate advances received | 273,640 | |||||||||
Working capital fund amount | 140,000 | |||||||||
Advances outstanding | $ 273,640 | $ 273,640 | ||||||||
IPO [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Ordinary shares issued for services (in Shares) | 10,000,000 | |||||||||
Class B Ordinary Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Ordinary shares issued for services (in Shares) | 1,150,000 | 1,725,000 | ||||||||
Ordinary shares acquired (in Shares) | 1,135,000 | |||||||||
Aggregate purchase price | $ 2,300 | |||||||||
Price per share (in Dollars per share) | $ 0.00202643 | |||||||||
Aggregate founder shares (in Shares) | 15,000 | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Ordinary shares acquired (in Shares) | 1,650,000 | |||||||||
Aggregate purchase price | $ 17,250 | |||||||||
Price per share (in Dollars per share) | $ 0.010454545 | |||||||||
Aggregate founder shares (in Shares) | 75,000 | |||||||||
Founder shares were forfeited (in Shares) | 3,002 | |||||||||
Related party transaction, description | Additionally, subject to certain limited exceptions, the Initial Shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and with respect to the remaining 50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | |||||||||
Founder Shares [Member] | IPO [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate founder shares (in Shares) | 2,875,000 | |||||||||
Ordinary shares forfeiture (in Shares) | 375,000 |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | ||||||
Nov. 30, 2021 | Sep. 30, 2021 | Apr. 17, 2020 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 03, 2019 | Sep. 18, 2019 | |
Promissory Notes (Details) [Line Items] | |||||||||
Promissory note outstanding amount | $ 115,647 | ||||||||
Principal amount | 50.00% | ||||||||
Unsecured promissory notes description | the Company issued additional unsecured promissory notes in the aggregate principal amount of $230,114 to SolarMax (the “SolarMax Notes 4”) to finance the extension of the period that the Company must complete a Business Combination to October 26, 2021. SolarMax Notes 4 are non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. At December 31, 2021, there was $230,114 outstanding under the SolarMax Notes 4. | the Company issued additional unsecured promissory notes in the aggregate principal amount of $224,083 to SolarMax (the “SolarMax Notes 3”) to finance the extension of the period that the Company must complete a Business Combination to October 26, 2021. SolarMax Notes 3 are non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently April 26, 2022, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. At December 31, 2021, there was $224,083 outstanding under the SolarMax Notes 3. | the Company issued additional unsecured promissory notes in the aggregate principal amount of $212,022 to SolarMax (the “SolarMax Notes 2”) to finance the extension of the period that the Company must complete a Business Combination to April 26, 2021. SolarMax Notes 2 are non-interest bearing, unsecured and payable upon the first to occur of (i) the Closing Date, as defined in the Merger Agreement, or (ii) the date on which, pursuant to the organization documents of Alberton, Alberton must complete a Business Combination, which date is presently October 26, 2021, or (iii) the date on which the Merger Agreement is terminated or (iv) the date an Event of Default shall occur. At December 31, 2021, there was $212,022 outstanding under the SolarMax Notes 2. | the Company issued unsecured promissory notes in the aggregate principal amount of $261,348 to SolarMax (the “SolarMax Notes 1”) to finance the extension of the period that the Company must complete a Business Combination. The SolarMax Notes 1 are non-interest bearing and payable on the earlier of (i) the consummation of a Business Combination, (ii) the Second Extended Date, or (iii) the date on which either (x) the letter of intent dated September 3, 2020 (the “LOI”) or (y) the Acquisition Agreement, as defined in the LOI, are terminated for any reason. At December 31, 2021 and December 31, 2020, there was $261,348 outstanding under the SolarMax Notes 1. | |||||
Unsecured Promissory [Member] | |||||||||
Promissory Notes (Details) [Line Items] | |||||||||
Principal amount | $ 500,000 | $ 1,148,800 | |||||||
Promissory note outstanding amount | $ 500,000 | $ 500,000 | |||||||
Aggregate principal amount | $ 500,000 | ||||||||
GN Note 1 [Member] | |||||||||
Promissory Notes (Details) [Line Items] | |||||||||
Promissory note outstanding amount | 1,148,800 | 1,148,800 | |||||||
AMC Assets [Member] | |||||||||
Promissory Notes (Details) [Line Items] | |||||||||
Promissory note outstanding amount | 100,000 | $ 100,000 | |||||||
Ownership, description | 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 principal of the AMC Note of $500,000 will be paid in installments according to the needs of the Company. The AMC Note is non-interest bearing and is payable on the date on which the Company consummates its initial Business Combination with AMC 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. On May 5, 2020, the Company received first installment of $100,000 under the AMC Note. | ||||||||
SolarMax [Member] | |||||||||
Promissory Notes (Details) [Line Items] | |||||||||
Promissory note outstanding amount | 332,377 | ||||||||
Aggregate principal amount | $ 115,647 | $ 332,377 |
Promissory Notes (Details) - Sc
Promissory Notes (Details) - Schedule of promissory notes - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | $ 3,124,391 | $ 2,010,148 |
GN Note 1 [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | 1,148,800 | 1,148,800 |
GN Note 2 [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | 500,000 | 500,000 |
AMC Note [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | 100,000 | 100,000 |
SolarMax Notes 1 [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | 261,348 | 261,348 |
SolarMax Notes 2 [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | 212,022 | |
SolarMax Notes 3 [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | 224,083 | |
SolarMax Notes 4 [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | 230,114 | |
SolarMax Notes 5 [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | 332,377 | |
SolarMax Notes 6 [Member] | ||
Promissory Notes (Details) - Schedule of promissory notes [Line Items] | ||
Promissory notes, Total | $ 115,647 |
Cash and Investments Held in _3
Cash and Investments Held in Trust Account (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cash And Investment Held In Trust Account [Abstract] | ||
Assets held in the trust account | $ 14,869,184 | $ 15,364,991 |
Cash and Investments Held in _4
Cash and Investments Held in Trust Account (Details) - Schedule of fair value on a recurring basis - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Assets: | ||
Trust Account - U.S. Treasury Securities Money Market Fund | $ 14,869,184 | $ 15,364,991 |
Deferred Underwriter Compensa_2
Deferred Underwriter Compensation (Details) - Over-Allotment Option [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Deferred Underwriter Compensation (Details) [Line Items] | |
Percentage of underwriting discount | 3.50% |
Consideration of the underwriters | $ 4,020,797 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 15, 2021 | Apr. 08, 2021 | |
Shareholders’ Deficit (Details) [Line Items] | |||||
Preferred shares, authorized | 100,000,000 | ||||
Ordinary shares issued | 3,201,758 | 3,201,758 | |||
Ordinary shares subject to possible redemption | 1,278,361 | 1,413,480 | |||
Exercise warrant price (in Dollars per share) | $ 11.5 | $ 0.06 | |||
Aggregate fair value (in Dollars) | $ 636,375 | ||||
Warrants outstanding, description | As of December 31, 2021 and 2020, the Company has outstanding warrants of 13,232,232 and 11,817,752 to purchase an aggregate of 6,616,116 shares and 5,908,876 shares of the Company’s ordinary shares, respectively, with a weighted average exercise of $11.50 per whole share. | ||||
Warrant [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Ordinary shares authorized | 300,000,000 | ||||
Exercise warrant price (in Dollars per share) | $ 11.5 | ||||
Warrants, description | The Company may call the warrants for redemption (excluding the Private Warrants and any warrants issued to its initial shareholders, officers or directors in payment of working capital loans made to the Company, but including outstanding warrants issued upon exercise of the unit purchase option issued to Chardan Capital Markets LLC), in whole and not in part, at a price of $0.01 per warrant, ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant. | ||||
Issuance of dividend warrants (in Dollars) | $ 1,414,480 |
Reconciliation of Basic and D_3
Reconciliation of Basic and Diluted Net Loss per Ordinary Share (Details) - Schedule of basic and diluted adjusted net loss per ordinary share - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of basic and diluted adjusted net loss per ordinary share [Abstract] | ||
Net (loss) income | $ (615,039) | $ 25,302 |
Distribution of dividend warrants | (636,375) | |
Accretion of carrying value to redemption value | (1,000,068) | (2,209,552) |
Net loss including accretion of carrying value to redemption value | $ (2,251,482) | $ (2,184,250) |
Reconciliation of Basic and D_4
Reconciliation of Basic and Diluted Net Loss per Ordinary Share (Details) - Schedule of basic and diluted net loss per share - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Redeemable Ordinary Shares [Member] | ||
Numerators: | ||
Allocation of net loss including carrying value to redemption value | $ (657,333) | $ (1,282,302) |
Denominators: | ||
Weighted-average shares outstanding | 1,320,217 | 4,551,951 |
Basic and diluted net loss per share | $ (0.5) | $ (0.28) |
Non-Redeemable Ordinary Shares [Member] | ||
Numerators: | ||
Allocation of net loss including carrying value to redemption value | $ (1,594,149) | $ (901,948) |
Denominators: | ||
Weighted-average shares outstanding | 3,201,758 | 3,201,758 |
Basic and diluted net loss per share | $ (0.5) | $ (0.28) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | |
Jan. 31, 2022 | Mar. 31, 2021 | |
Subsequent Events (Details) [Line Items] | ||
Aggregate principal amount | $ 161,020 | |
Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Aggregate principal amount | $ 127,836 |