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): April 7, 2020
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)) |
| | |
| ☐ | 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 ☒
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. ☐
On April 7, 2020, the Company notified Continental Stock Transfer and Trust Company (the “Trustee”), the trustee of the Company’s trust accountestablished in connection with the Company’s initial public offering (the “Trust Account”), that the Company intends to dissolve and liquidate in accordance with the Memorandum and Articles of Association and will redeem all of its outstanding ordinary shares that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.14.
As of the close of business on April 17, 2020, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.
In order to provide for the disbursement of funds from the Trust Account, the Company has instructed the trustee of the Trust Account to take all necessary actions to immediately liquidate the Trust Account. The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Holders of Public Shares may redeem their shares for their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent.Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed by April 17, 2020.
The Company’s initial shareholders have waived their redemption rights with respect to the outstanding ordinary shares issued prior to the Company’s initial public offering or in a private placement in connection with the closing of the Company’s initial public offering.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants and rights, which will expire worthless.
On April 8, 2020, the Company issued a press release announcing its decision to liquidate the trust. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| | Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
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.
Dated: April 8, 2020
| | FELLAZO INC. |
| | | |
| | By: | /s/ Stephen Markscheid |
| | | Name: Stephen Markscheid |
| | | Title: Interim Chief Executive Officer and Chief Financial Officer |
