UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 23, 2019
FELLAZO INC.
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-39002 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
Jinshan Building East, Unit 1903
568 Jinshan West Road
Yong Kang City, Zhejiang Province
People’s Republic of China 321300
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (86) 13012855255
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one Ordinary Share, one Right and one Warrant | | FLLCU | | The NASDAQ Stock Market LLC |
| Ordinary Shares, par value $0.0001 per share | | FLLC | | The NASDAQ Stock Market LLC |
| Rights, exchangeable into one-tenth of one Ordinary Share | | FLLCR | | The NASDAQ Stock Market LLC |
| Warrants, each exercisable for one-half of one Ordinary Share, each whole Ordinary Share exercisable at $11.50 per whole share | | FLLCW | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On August 23, 2019, Fellazo Inc. (the “Company”) received a notice from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the Staff’s determination, (i) the Company is not in compliance with Nasdaq Listing Rule 5225(b)(1)(A) because it did not have a minimum of 300 round lot holders for the initial listing of its units on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5505(a)(3) (“Minimum Round Lot Holder Requirement”), or a minimum of 300 public holders for the continued listing of its units, as set forth in Nasdaq Listing Rule 5550(a)(3), and (ii) the shareholder list submitted for purposes of meeting the Minimum Round Lot Holder Requirement, along with the representation that such list evidenced compliance with the shareholder requirement, was a communication to Nasdaq that contained a material misrepresentation in violation of Nasdaq Listing Rule 5250(a)(1). Therefore, the Company’s units may be subject to delisting from The Nasdaq Capital Market unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”).
The Company intends to appeal Nasdaq’s determination and regain compliance with the applicable Nasdaq listing requirements by the time it completes the appeal process. However, there can be no assurance that the Company will be able to satisfy the applicable listing requirements. Pending the decision to be rendered by the Panel, the Company’s units will continue to trade on the Nasdaq Capital Market under the trading symbol “FLLCU.”
Forward-Looking Statements
The information above includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included herein are forward-looking statements. These forward-looking statements may be identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events, and it is possible that the results described in this release will not be achieved. These forward-looking statements are subject to certain risks, uncertainties and assumptions identified in this release or as disclosed from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Factors that could cause actual results to differ from the Company’s expectations include the risk that any appeal, if filed, will not be successful; uncertainties relating to the ability of the Company to cure any delinquencies in compliance with Nasdaq listing rules; risks relating to the substantial costs and diversion of personnel’s attention and resources due to these matters; and other factors described in the Company’s filings with the SEC. As a result of these factors, actual results may differ materially from those indicated or implied by forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | FELLAZO INC. |
| | | |
| Date: August 29, 2019 | By: | /s/ Nicholas Ting Lun Wong |
| | | Name: Nicholas Ting Lun Wong |
| | | Title: Chief Executive Officer |
