Alberton (NASDAQ:ALAC) announced this morning that SolarMax, Alberton’s target company, intends to terminate its definitive agreement at the Outside Date of April 26, 2022, stating that it does not believe the transaction will be completed by that deadline.
For context, Alberton and SolarMax announced their combination on October 28, 2020, nearly 18 months ago. Their first proxy statement was subsequently filed on December 30, 2020, and they’ve been in SEC review ever since. Unfortunately, their most recent amended S-4 has still not been declared effective by the SEC and as a result, they cannot set a vote date despite that impending deadline. Furthermore, the Outside Date had already been pushed out one year from the original date of April 26, 2021, but even that was still not enough time to get their proxy through the SEC process.
Additionally, the press release states that the SEC would need to declare their latest S-4 effective by today in order for this deal to set a vote date on April 26th. This is because there needs to be at least a 10-day cushion ahead of a vote to circulate the proxy to shareholders.
Complicating things further is that the Nasdaq’s Hearing Panel had previously granted Alberton an extension to their listing since ALAC was in breach of their listing standards due to not having completed a combination within 36 months. ALAC, which priced its IPO on October 24, 2018, is going on roughly 42 months now. As a result, if Alberton cannot complete their merger by April 26, the securities will be delisted and trade on the over-the-counter market.
SolarMax has clearly hung in there for quite some time now, but with no end in sight to SEC review it appears they’re throwing in the towel. As for why this deal has been in review so long is hard to say, but it is clearly an unusually long period of time. If we look at SPAC combinations that have closed in the last 12 months (April 13, 2021 – April 13, 2022), the average amount of time from announcement date to closing date is 5.63 months. ALAC is approximately three times that length.
Nonetheless, Alberton’s completion deadline falls on the same day of April 26th, and it does not have enough time to file an extension proxy. If it can’t get its combination proxy effective today, a liquidation is most likely on the table. Although, Alberton had already seen 88.9% of its trust redeemed through extension votes, reducing it from $114.9 million to an estimated $15 million.
However, Alberton has certainly survived longer than any other SPAC considering it priced its IPO in 2018. It’s been through multiple extensions, a pandemic, a SPAC boom, the warrant accounting restatements, and the subsequent deflating of the SPAC balloon. But ultimately, it may be defeated simply by an unusually long SEC review. We’ll have to wait and see what happens today.