As filed with the Securities and Exchange Commission on February 14, 2022

Registration No. 333-251825

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 i Amendment No. 6

to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ALBERTON ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Room 1001, 10/F, Capital Center

151 Gloucester Road

Wanchai, Hong Kong

+852 2117 1621

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

COGENCY GLOBAL INC.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the business combination described in the enclosed Proxy Statement/Prospectus have been satisfied or waived.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

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 7(a)(2)(B) of the Securities Act.  i ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

As used in this Registration Statement, the term “Registrant” refers to (i) prior to the Redomestication, Alberton Acquisition Corporation, a British Virgin Islands company, (ii) following Redomestication but prior to the consummation of the business combination, Alberton Acquisition Corporation, a Nevada corporation and (iii) upon and following the consummation of the business combination, SolarMax Technology Holdings, Inc., a Nevada corporation.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY COMBINED PROXY STATEMENT/PROSPECTUS – SUBJECT TO COMPLETION,

DATED FEBRUARY 14, 2022

PROXY STATEMENT FOR

A SPECIAL MEETING IN LIEU OF 2022 ANNUAL MEETING OF SHAREHOLDERS OF

ALBERTON ACQUISITION CORPORATION

A SPECIAL MEETING OF STOCKHOLDERS OF

SOLARMAX TECHNOLOGY, INC.

PROSPECTUS FOR

7,169  UNITS (EACH UNIT COMPRISING ONE SHARE OF COMMON STOCK, ONE REDEEMABLE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE-HALF OF ONE SHARE OF COMMON STOCK, AND ONE RIGHT ENTITLING THE HOLDER TO RECEIVE ONE-TENTH OF ONE SHARE OF COMMON STOCK), 1,278,411  SHARES OF COMMON STOCK (INCLUDING COMMON STOCK INCLUDED IN THE UNITS), 12,902,472 WARRANTS  (INCLUDING WARRANTS INCLUDED IN THE UNITS AND WARRRNTS ISSUED IN CONNECTION WITH THE EXTESNION) AND 11,487,992  RIGHTS (INCLUDING RIGHTS INCLUDED IN THE UNITS) AND 7,600,035 SHARES OF COMMON  STOCK UNDERLYING THE WARRANTS AND RIGHTS OF ALBERTON ACQUISITION CORPORATION (AFTER ITS REDOMESTICATION AS A CORPORATION INCORPORATED IN NEVADA, WHICH WILL BE RENAMED “SOLARMAX TECHNOLOGY HOLDINGS, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN) AND A MAXIMUM OF 28,571,762 SHARES OF COMMON STOCK TO BE ISSUED TO THE STOCKHOLDERS OF SOLARMAX AS THE MERGER CONSIDERATION PURSUANT TO THE MERGER AGREEMENT AS HEREINAFTER DEFINED.

To the Shareholders of Alberton Acquisition Corporation and the Stockholders of SolarMax Technology, Inc.:

On behalf of the boards of directors of Alberton Acquisition Corporation (“Alberton”) and SolarMax Technology, Inc. (“SolarMax”), we are pleased to enclose the joint proxy statement/prospectus relating to the proposed merger of Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly owned subsidiary of Alberton (“Merger Sub”) with and into SolarMax (the “Business Combination”), pursuant to an agreement and plan of merger dated as of October 27, 2020 (as amended or supplemented from time to time, the “Merger Agreement”) among Alberton, SolarMax and Merger Sub. It is proposed that, at least one day prior to the Business Combination, Alberton will domesticate from a British Virgin Islands company to a Nevada corporation (the “Redomestication”) so as to continue as a Nevada corporation. At the closing of the Merger (the “Closing”), Alberton will change its name to “SolarMax Technology Holdings, Inc.” (the “Successor”).

In connection with the Business Combination, shareholders of Alberton are cordially invited to attend the special meeting in lieu of the 2022 annual meeting of the shareholders of Alberton (the “Alberton Special Meeting”) to be held at [●] at [●]. Only shareholders who held ordinary shares of Alberton at the close of business on [●] will be entitled to notice of and to vote at the Alberton Special Meeting and at any adjournments and postponements thereof.

In connection with the Business Combination, stockholders of SolarMax are cordially invited to attend a special meeting of the stockholders of SolarMax (the “SolarMax Special Meeting”) to be held at 3080 12th Street, Riverside, California 92507 at [●]. Only stockholders who held common stock of SolarMax at the close of business on [●] will be entitled to notice of and to vote at the SolarMax Special Meeting and at any adjournments and postponements thereof.

Alberton is a blank check corporation incorporated under the laws of the British Virgin Islands on February 16, 2018, 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 target businesses. Alberton’s units, ordinary shares, warrants and rights are traded on The Nasdaq Capital Market (“Nasdaq”) under the symbols “ALACU,” “ALAC,” “ALACW” and “ALACR,” respectively. On [●], the closing sale prices of Alberton’s units, ordinary shares, warrants and rights were $[●], $[●], $[●] and $[●], respectively. Alberton has applied for the listing of the common stock of the Successor on Nasdaq following the consummation of the Business Combination, under the symbols “SMXT” and “SMXTW,” respectively. At the closing of the Business Combination, Alberton’s outstanding units will separate into their component shares of common stock, rights and warrants so that the units will no longer trade. At the closing of the Business Combination, each of Alberton’s outstanding rights (including rights separately from the units upon closing) will automatically convert into one-tenth of one share common stock and the rights will no longer trade.

SolarMax is an integrated solar energy company. It was founded in 2008 to conduct business in the United States and subsequently commenced operation in China following two acquisitions in 2015. SolarMax operates in two segments – the United States operations and the China operations. SolarMax is a holding company, with its United States operations conducted by its United States subsidiaries and its China operations by its Chinese subsidiaries, which operate separately from its United States operations. SolarMax is, and, following the merger, the surviving company will be, a Nevada corporation that operates through its subsidiaries, all of which are wholly-owned.

SolarMax’ United States operations primarily consist of (i) the sale and installation of photovoltaic and battery backup systems for residential and commercial customers, (ii) financing the sale of its photovoltaic and battery backup systems, and (iii) sales of LED systems and services to government and commercial users. SolarMax’ China operations, which are conducted by SolarMax’ wholly-owned subsidiaries, consist primarily of identifying and procuring solar farm projects for resale to third parties and performing EPC services primarily for solar farm projects. Although SolarMax is a Nevada corporation with significant operations in the United States, through its PRC subsidiaries, SolarMax conducts business in China and its China business is subject to Chinese law. There are legal and operational risks associated with having operations in China. See “Risk Factors — Any change of regulations and rules by Chinese government may intervene or influence upon our operations in China at any time and any additional control over offerings conducted overseas and/or foreign investment in issuers with Chinese operations could result in a material change in our business operations and/or the value of our common stock and could also significantly limit or completely hinder our ability to offer our common stock to investors and cause the value of such securities to significantly decline or be worthless” and “Business of SolarMax – PRC Government Regulations.” Further, the only customer of SolarMax’ China segment since the middle of 2019 has been a large state-owned enterprise. As of the date of this proxy statement/prospectus, SolarMax does not have any agreement for the China segment to perform any services other than one contract with this customer for which it is completing the work. The primary business of SolarMax’ China segment is the construction of solar farms and related services. Each solar farm requires a permit from a government agency, and there are a limited number of permits. SolarMax is dependent upon its ability to generate business from a large state-owned enterprise and obtaining the necessary permit from a local government agency. Its failure or inability to obtain contracts or permits would materially impact SolarMax’ business and may result in a significant decrease in the value of our common stock.

SolarMax’ PRC operations in China are subject to certain legal and operational risks and may be impacted or influenced by the new regulations and policies by Chinese government. PRC laws and regulations governing SolarMax’ PRC operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in SolarMax’ PRC operations, significant depreciation of the value of SolarMax’ common stock, or a significantly limit or complete hindrance of SolarMax’ ability to offer or continue to offer securities to investors. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. We believe we are not subject to cybersecurity review by the Cyberspace Administration of China, or “CAC,” if the Cybersecurity Review Measures (Revised Draft for Comments) becomes effective as they are currently published, because (i) SolarMax’ PRC subsidiaries presently maintain fewer than one (1) million individual clients in their business operations as of the date of this proxy statement/prospectus. However, since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on SolarMax’ PRC daily business operations, the ability to accept foreign investments and list on an U.S. exchange or other foreign exchange. See “Risk Factors — Risks Associated with Doing Business in China” beginning on page 102 for more information. For example, SolarMax’ PRC subsidiaries face risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, oversight on cybersecurity and data privacy. Any change in foreign investment regulations, and other policies in China or related enforcement actions by China government could result in a material change in our operations and the value of SolarMax’ common stock and could significantly limit or completely hinder SolarMax’ ability to offer common stock to investors or cause the value of common stock to significantly decline or be worthless.

SolarMax finances its China operations and its United States operations separately. SolarMax does not use funds from either segment to provide funds for the other segment. SolarMax’s equity structure is a direct holding structure, that is, SolarMax Technology Inc., a Nevada corporation, directly controls its U.S. subsidiaries and its subsidiaries in its China segment including: (i) Golden SolarMax Finance. Co. Ltd, a PRC subsidiary, (ii) SolarMax Technology Holdings (Hong Kong) Limited, a Hong Kong subsidiary which directly holds SolarMax Technology (Shanghai) Co., Ltd, a PRC subsidiary (iii) Accumulate Investment Co., Ltd, a British Virgin Islands subsidiary which then directly holds Accumulate Investment Co., Limited, a Hong Kong subsidiary that directly holds Jingsu Zhonghong Photovoltaic Electric Co., Ltd (“ZHPV”); a PRC subsidiary and (iv) SolarMax Technology Holdings, a Cayman Islands subsidiary. SolarMax’ business in China is conducted through ZHPV and its subsidiaries. See “Business of SolarMax- SolarMax Corporate Structure” on page 219 for additional details. Following the consummation of the Merger, post-combination entity will directly hold SolarMax Technology Inc. as its wholly owned subsidiary.

In the reporting periods presented in this proxy statement/prospectus and throughout the date of this Proxy Statement/Prospectus, no dividends, distribution or other transfers of funds have occurred between and among SolarMax and its subsidiaries, on the one hand; and SolarMax and its subsidiaries, on the other hand, have not made any dividends, distributions or other transfer of funds to investors. For the foreseeable future, SolarMax or post-combination entity intends to use the earnings for research and development, to develop new products and to expand its production capacity. As a result, we do not expect to pay any cash dividends. To the extent that SolarMax or post-combination entity may in the future seek to fund the business through distribution, dividends or transfer of funds among and between holding company and subsidiaries, any such transfer of funds with PRC subsidiaries is subject to government regulations. The structure of cash flows within holding company and PRC subsidiaries and a summary of the applicable regulations, is as follows:

1. Within the direct holding structure, the cross-border transfer of funds within SolarMax and its PRC subsidiaries is legal and compliant with the laws and regulations of the PRC. After foreign investors’ funds enter at the consummation of the Merger, the funds can be directly transferred to its subsidiaries including ZHPV, and then transferred to subordinate operating entities through ZHPV according to the laws and regulation of the PRC.

2. If SolarMax or post-combination entity intends to distribute dividends, it will transfer the dividends from the PRC entities to ZHPV in accordance with the laws and regulations of the PRC, and then ZHPV will transfer the dividends to its parent company and then to SolarMax and ultimately the post-combination entity, and the dividends will be distributed by the post-combination entity to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

3. SolarMax’s PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit SolarMax’ PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of the PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable as cash dividends. See “Dividend Distribution” on page 234 for more information.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%. However, if the relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% withholding rate will apply to dividends received by SolarMax’s Hong Kong subsidiary from its PRC subsidiaries. This withholding tax will reduce the amount of dividends we may receive from SolarMax’s PRC subsidiaries.

To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, SolarMax or post-combination entity may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if SolarMax’s subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.

Foreign currency exchange regulation in the PRC is primarily governed by the Regulations on the Administration of Foreign Exchange, most recently revised by the State Council on August 5, 2008, Notice on Further Simplifying and Improving Policies of Foreign Exchange Administration Regarding Direct Investment issued by SAFE on February 13, 2015, and the Provisions on the Administration of Settlement, Sale and Payment of Foreign Exchange promulgated by People’s Bank of China on June 20, 1996. Currently, RMB is convertible for current account items, including the distribution of dividends, interest payments, trade and service related foreign exchange transactions. Conversion of RMB for most capital account items, such as direct investment, security investment and repatriation of investment, however, is still subject to registration with the SAFE. Foreign-invested enterprises may buy, sell and remit foreign currencies at financial institutions engaged in foreign currency settlement and sale after providing valid commercial documents and, in the case of most capital account item transactions, obtaining approval from the SAFE. Capital investments by foreign enterprises are also subject to limitations, which include approvals by the NDRC, the Ministry of Construction, and registration with the SAFE.

Pursuant to the Holding Foreign Companies Accountable Act (“HFCA Act”), the Public Company Accounting Oversight Board (the “PCAOB”) issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition to the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations.  SolarMax’ independent accountants, Marcum LLP, is a United States accounting firm headquartered in New York City and is subject to inspection and is annually inspected by the PCAOB.  Marcum LLP is not headquartered in mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination.  In the event that, in the future, either PRC regulators take steps to impair Marcum’s access to the workpapers relating to SolarMax’ China operations or the PACOB expands the scope of the Determination so that we are subject to the HFCA Act, as the same may be amended,   you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including “over-the-counter” trading, may be prohibited, under the HFCA Act. See “Risk Factor – SolarMax’ independent registered public accounting firm’s audit documentation related to their audit reports included in this joint prospectus/proxy include audit documentation located in China. PCAOB may not be able to inspect audit documentation located in China and, as such, you may be deprived of the benefits of such inspection which could result in limitations or restrictions to our access to the U.S. capital markets. Furthermore, trading in our securities may be prohibited under the HFCA Act or the Accelerating Holding Foreign Companies Accountable Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.” on page 103 and 104 for more details.

On December 24, 2021, the China Securities Regulatory Commission, or the CSRC, issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”), and the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Measures”), which are now open for public comments. The Administration Provisions and Measures for overseas listings lay out specific requirements for filing documents and include unified regulation management, strengthening regulatory coordination, and cross-border regulatory cooperation. Among other things, if a domestic enterprise intends to indirectly offer and list securities in an overseas market, the record-filing obligation is with a major operating entity incorporated in the PRC and such filing obligation shall be completed within three working days after the overseas listing application is submitted. The Measures provides that the determination as to whether a domestic company is indirectly offering and listing securities in an overseas market shall be made on a substance over form basis and if the issuer meets the following conditions, the offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) The total assets, net assets, revenues or profits of the domestic operating entity of the issuer in the most recent accounting year account for more than 50% of the corresponding figure in the issuer’s audited consolidated financial statements for the same period; and/or (ii) The senior managers in charge of business operation and management of the issuer are mostly Chinese citizens or have domicile in China, and its main places of business are located in China or main business activities are conducted in China. SolarMax is a Nevada corporation founded in 2008 to provide solar power solutions in the United States and commenced its China operations in 2016 following the acquisition of two companies in 2015.  More than 50% of its revenues, gross profit and net loss for 2021 were generated from its US operations. In addition, its CEO and other executive officers and a majority of its directors are US citizens.  We believe that SolarMax is not a domestic China company as provided in the Measure, thus, the merger might not be qualified as indirect overseas offering and listing under the Administration Provisions and Measures for overseas listings. However, it is uncertain when the Administration Provision and the Measures will take effect or if they will take effect as currently drafted. If it is determined in the future that the approval of the CSRC, the CAC or any other regulatory authority is required for the merger, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies, or these regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for the merger, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price and value of our securities. See “Summary-Permission required to obtain from Chinese authorities to operate and issuer securities to foreign investors” starting on Page 16 for more information.

In this proxy statement/prospectus, we use the terms “our China segment” or our “PRC subsidiaries” or similar language to refer to SolarMax’ operations in China in the disclosure concerning SolarMax or the operation of the combined entity following the merger with SolarMax.

At the Alberton Special Meeting, Alberton’s shareholders will be asked to vote on the following proposals, as more fully described in the accompanying joint proxy statement/prospectus: (i) the Redomestication Proposal, (ii) the Alberton Business Combination Proposal, (iii) the Successor Charter Proposal, (iv) the Incentive Plan Proposal, (v) the Share Issuance Proposal, (vi) the Director Election Proposal and (vii) the Alberton Adjournment Proposal, if presented (collectively, the “Alberton Proposals”).

Alberton’s board of directors unanimously determined that the Alberton Proposals are advisable, fair to and in the best interests of Alberton and its shareholders and unanimously recommends that Alberton’s shareholders vote “FOR” each of the Alberton Proposals.

At the SolarMax Special Meeting, SolarMax’ stockholders will be asked to vote on the following proposals, as more fully described in the accompanying joint proxy statement/prospectus (i) the SolarMax Business Combination Proposal, and (ii) the SolarMax Adjournment Proposal, if presented (collectively, the “SolarMax Proposals”).

SolarMax’ board of directors unanimously determined that the SolarMax Proposals are advisable, fair to and in the best interests of SolarMax and its stockholders and unanimously recommends that SolarMax’ stockholders vote “FOR” each of the SolarMax Proposals.

Your vote is very important. As a condition to the completion of the Business Combination (i) with respect to Alberton Proposals, (A) approval of each of the Redomestication Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, the Director Election Proposal (unless waived by SolarMax), and, if presented, the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by shareholders present in person or represented by proxy at the Alberton Special Meeting and (B) approval of the Alberton Business Combination Proposal requires the affirmative vote of a majority of outstanding Alberton Shares; and (ii) with respect to SolarMax Proposals, (A) approval of SolarMax Business Combination Proposal requires an affirmative vote of a majority of SolarMax’ outstanding voting shares and (B) approval of SolarMax Adjournment Proposal requires an affirmative vote of a majority of the stockholders present and voting at the meeting provided a quorum is present.

The obligations of Alberton and SolarMax to complete the Business Combination are subject to a number of conditions set forth in the Merger Agreement and are summarized in the accompanying joint proxy statement/prospectus. More information about Alberton and SolarMax, the Alberton Special Meeting and the SolarMax Special Meeting and the transactions contemplated by the Merger Agreement, is contained in the accompanying joint proxy statement/prospectus. You are encouraged to read the accompanying joint proxy statement/prospectus in its entirety, including the section entitled “Risk Factors” beginning on page 71.

We strongly support the Business Combination and the other transactions contemplated by the Merger Agreement and enthusiastically recommend that you vote in favor of the proposals presented to you for approval.

This proxy statement/prospectus provides shareholders of Alberton and SolarMax with detailed information about the Business Combination and other matters to be considered at the Alberton Special Meeting and SolarMax Special Meeting. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 71 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [●], and is first being mailed to Alberton’s shareholders

and, if applicable, to the stockholders of SolarMax, on or about [●].

ADDITIONAL INFORMATION

The accompanying document is the proxy statement of Alberton for its special meeting in lieu of an annual meeting of its shareholders, the proxy statement of SolarMax for its special meeting of its stockholders and the prospectus of Alberton for the securities of the Nevada corporation which will be the successor of Alberton (the “Successor”) to be issued in the Redomestication and the Business Combination. The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Alberton that is not included in or delivered with this joint proxy statement/prospectus. This information is available without charge to shareholders of Alberton and SolarMax upon written or oral request. You can obtain the documents incorporated by reference into the accompanying joint proxy statement/prospectus through the Securities and Exchange Commission website at www.sec.gov or by requesting them in writing or by telephone at the appropriate addresses or telephone numbers below:

In addition, if you have questions about the Business Combination or the accompanying joint proxy statement/prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact (with respect to Alberton) Advantage Proxy, the proxy solicitor for Alberton, toll-free at 1-877-870-8565 or collect at 1-206-870-8565, or SolarMax’ Chief Financial Officer on behalf of SolarMax at the address and telephone number set forth above. You will not be charged for any of these documents that you request.

See the section entitled “Where You Can Find More Information” beginning on page 315 of the accompanying joint proxy statement/prospectus for further information.

Information contained on, or that can be accessed through the SolarMax website or any other website is expressly not incorporated by reference into and is not a part of this joint proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the applicable Special Meeting, or no later than [●]. 

ALBERTON ACQUISITION CORPORATION

Room 1001, 10/F, Capital Center

151 Gloucester Road, Wanchai, Hong Kong

NOTICE OF SPECIAL MEETING

IN LIEU OF 2021 ANNUAL MEETING

OF SHAREHOLDERS

TO BE HELD ON [●]

Dear Alberton Acquisition Corporation Shareholders:

You are cordially invited to attend the Alberton special meeting in lieu of the 2021 annual meeting (the “Alberton Special Meeting”) of shareholders of Alberton Acquisition Corporation, which we refer to as “we,” “us,” “our,” “ALAC,” “Alberton,” or the “Company,” on [●] at [●]at [●]. This proxy statement is dated [●], and is first being mailed to shareholders of Alberton on or about [●].

At the Alberton Special Meeting, Alberton shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Alberton Business Combination Proposal,” to approve an agreement and plan of merger, dated as of October 27, 2020 (as amended, the “Merger Agreement”), by and among Alberton, Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of Alberton (“Merger Sub”), and SolarMax Technology, Inc., a Nevada corporation (“SolarMax”). Pursuant to the Merger Agreement, Merger Sub will merge with and into SolarMax, with SolarMax surviving the merger as a direct wholly-owned subsidiary of Alberton. We refer to such merger and other transactions contemplated in the Merger Agreement hereafter as the “Business Combination.”

The Merger Agreement provides for the merger of Merger Sub with and into SolarMax (the “Merger”), with SolarMax continuing as the surviving corporation in the Merger. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”): (i) all shares of SolarMax common stock (the “SolarMax Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Stockholder Merger Consideration (as defined below);  (ii) each outstanding option to acquire SolarMax Stock (whether vested or unvested) shall be assumed by combined entity and automatically converted into an option to acquire shares of combined entity’s common stock, with its price and number of shares equitably adjusted based on the conversion ratio, which is the number of shares of Alberton Common Stock issuable in respect of one share of SolarMax Stock (each, an “Assumed Option”) and (iii) each outstanding convertible notes of SolarMax shall become convertible into shares of Alberton’s common stock determined by dividing the conversion price of such notes at the Effective Time by the applicable conversion ratio.

As consideration for the Merger, SolarMax stockholders as of immediately prior to the Effective Time (but excluding holders of SolarMax options) collectively will receive from Alberton, in the aggregate, a number of Alberton common stock equal to: (i) $300,000,000, divided by (ii) $10.50 per share (such shares of Alberton common stock is referred as the “Stockholder Merger Consideration”). The holders of SolarMax options shall receive Assumed Options to purchase the number of shares of Alberton Common Stock as described above in accordance with the terms and conditions set forth in the Merger Agreement.

The Merger Agreement also provides that, immediately prior to the Closing, Alberton will redomesticate from a British Virgin Islands corporation into a Nevada corporation so as to continue as a Nevada corporation (the “Redomestication”). At the closing of the Merger (the “Closing”), Alberton will change its name to “SolarMax Technology Holdings, Inc.” In connection with the Redomestication, the provision in Alberton’s amended and restated memorandum and articles of association which provides that Alberton have net tangible assets of at least US$5,000,001 upon such consummation of the business combination is to be amended to require that the net tangible asset test be met “prior to or upon” consummation of the business combination.

SolarMax’ directors, officers and 5% stockholders, who beneficially own approximately 41.6% of the voting common stock of SolarMax, executed Voting Agreements in favor of the Merger Agreement and the transaction contemplated thereby. The Sponsor of Alberton together with one major insider shareholder, who hold a total of approximately 58.4% of the issued and outstanding capital stock of Alberton, executed Voting Agreements in favor of the Merger Agreement and the transaction contemplated thereby.

In addition, as the date hereof, Initial Shareholders of Alberton, who own approximately 71.5% of our issued and outstanding ordinary shares, including all of the Founder Shares and Private Shares have agreed to vote for the Business Combination. Our Sponsor and one insider shareholder, collectively representing 58.4% of our issued and outstanding ordinary shares, have agreed to retain their Founder Shares and Private Shares for all periods relevant to our shareholder vote on vote all of their shares of Alberton ordinary shares in favor of the Merger Agreement and related transactions. As a result, the approval of each proposal by our public shareholders is not needed in order to approve the Alberton Proposals.

It is anticipated that, following the completion of the Business Combination and if there are no additional redemptions in connection with the Business Combination, and assuming (i) the issuance of 28,571,762 shares of Common Stock as the Stockholder Merger Consideration, (ii) the automatic conversion of 11,817,752 rights of Alberton into 1,181,775 shares of Common Stock at the Closing; (iii) the cancellation of 800,000 shares by the Sponsor and other initial shareholders, (iv) the issuance of 44,467 shares of Common Stock in exchange for the cancelation of all private warrants (v) the issuance of 290,000 shares of Common Stock to certain existing directors of Alberton and a consultant, (vi) the issuance of an estimated [     ] shares of Common Stock to the PIPE investor, (vi) the issuance of [ ] shares of Common Stock to the holders of certain convertible promissory notes. Since the price at which the PIPE Investor is to purchase shares is equal to the Redemption Price, and the conversion price at which holders of convertible notes are converting their notes is equal to ten times the market price of the Alberton rights for the 25 trading days ending on the second trading day prior to the mailing of the proxy statement to the Alberton shareholders, we do not know the exact number of shares to be issued to the PIPE Investor or the holders of the convertible notes. Alberton’s existing shareholders, including its Sponsor (as defined below, but excluding the 44,467 shares being issued to the Sponsor for cancelation of the Private Warrants), will retain a collective ownership interest of approximately [    ]% of the Successor, and SolarMax stockholders collectively will own a collective ownership interest of approximately [    ]% of the Successor. The remaining [    ]% will be owned by the PIPE Investor and the holders of the convertible notes, and the 44,467 Alberton shares being issued in consideration of the cancelation of the Private Warrants. The shares issuable upon conversion of the rights are included in the shares held by the present Alberton shareholders, after giving effect to the cancellation of 800,000 shares by the Sponsor and other initial shareholders. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Merger Agreement including any shares of Common Stock issued in any private placement. A copy of the Merger Agreement and five amendments to the Merger agreement are attached to the accompanying proxy statement as Annexes A, A-1, A-2, A-3, A-4, and A-5 respectively.

Our shareholders will also be asked to consider and vote upon the following proposals:

Each of these proposals is more fully described in the accompanying proxy statement, which each shareholder is encouraged to review carefully.

Our units, ordinary shares, rights, and warrants are currently listed on The Nasdaq Capital Market under the symbols “ALACU,” “ALAC,” “ALACR,” and “ALACW,” respectively. We will apply to continue the listing of Successor common stock and warrants on The Nasdaq Capital Market under the new symbols “SMXT” and “SMXTW,” respectively, upon the Closing. At the Closing, after giving effect of the Redomestication, each unit will separate into (1) one share of common stock of the Successor, par value $0.0001 per share (the “Common Stock”), (2) one warrant to purchase one-half of one share of Common Stock, and (3) one right to receive one-tenth of one share of Common Stock. Each holder of a right will at the Closing be entitled to receive one-tenth of one share of Common Stock, and both the units and the rights will cease trading at the Closing. No fractional share will be issued as a result of the issuance of shares for rights, and any right to a fractional share will be rounded up to the nearest whole share (in effect extinguishing any fractional entitlement), or the holder is entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares of Common Stock until the holder is entitled to receive a whole number.

Pursuant to the final prospectus filed with the Securities Exchange Commission (Registration No. 333-227652) (the “Prospectus”) dated October 24, 2018, Alberton has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”), for the benefit of Alberton’s public shareholders (individually a “Public Shareholder,” collectively, the “Public Shareholders”) and Alberton may disburse monies from the Trust Fund only: (i) to the Public Shareholders if Alberton fails to consummate its initial business combination (as such term is used in the Prospectus) before March 14, 2022 (unless such date is extended by Nasdaq as described herein), (ii) to the Public Shareholders in the event that they elect to redeem their ordinary shares of Alberton in connection with the business combination, (iii) with respect to any interest income earned on the Trust Fund balance, to pay taxes payable, or (iv) to Alberton after or concurrently with the Closing. As of Record Date, the amount of the Trust Fund was $[ ] and the estimated redemption price was $[ ] per share. On October 22, 2021, Alberton held a special meeting of shareholders, pursuant to which its shareholders approved the amendments to Alberton’s Memorandum and Articles of Association to extend the last date by which Alberton must complete a business combination from October 26, 2021 to April 26, 2022 (the “Extension Amendment”). In connection with the Extension Amendment, Alberton has agreed to make a monthly extension payment of $127,836.10.

Pursuant to Current Charter, currently registered by the Registrar of Corporate Affairs in the British Virgin Islands, and our Interim Charter, as applicable, we are providing our Public Shareholders with the opportunity to redeem, upon the Closing, Alberton ordinary shares then held by them for cash equal to the aggregate amount then on deposit in the trust account (which was $11.37 per share as of September 30, 2021 without given effect of last monthly cash contribution of $0.06 per share for April 2021 extension), including interest less taxes payable as permitted under the trust agreement, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 upon the consummation of an initial business combination (which will be replaced by “prior to or upon the consummation of an initial business combination” by the Interim Charter).

Public Shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal.

Holders of outstanding units must separate the underlying public shares, public rights, and public warrants prior to exercising redemption rights with respect to the public shares.

The holders of Alberton ordinary shares issued prior to our IPO have agreed to waive their redemption rights with respect to any capital stock they own in connection with the Closing, including their 2,871,998 shares of Alberton ordinary shares issued to our initial shareholders in a private placement prior to our IPO (the “Founder Shares”), 329,760 shares of Alberton ordinary shares included in the 329,760 units Alberton sold privately to the Sponsor in connection with the IPO (the “Private Shares” and “Private Units”), and public shares that they have purchased during or after the IPO, if any.

As the date hereof, Hong Ye Hong Kong Shareholding Co., Limited, which we refer to as the “Sponsor,” together with certain of its affiliates and our former and current officers and directors (collectively, the “Initial Shareholders”), own approximately 58.4% of our issued and outstanding ordinary shares, including all of the Founder Shares and Private Shares. In connection with Alberton IPO, Alberton entered into a letter agreement with each of the Initial Shareholders pursuant to which the Initial Shareholders agreed to vote any Alberton ordinary shares owned by them in favor of the Alberton Business Combination Proposal.

In connection with the execution of the Merger Agreement, Alberton delivered to SolarMax, Sponsor Voting Agreements signed by the Sponsor and one insider shareholder, collectively holding 2,617,278 Alberton Founder Shares and Private Shares, representing 58.4% of the voting rights of Alberton immediately prior to the Business Combination. Under the Sponsor Voting Agreements, the sponsor and the insider shareholder agree to vote all of their shares of Alberton ordinary shares in favor of the Merger Agreement and related transactions and to otherwise take certain other actions in support of the Merger Agreement and related transactions and refrain from taking actions that would adversely affect such sponsor’s ability to perform its obligations under the Sponsor Voting Agreement, and provide a proxy to Alberton to vote such Alberton ordinary shares accordingly.

We are providing this proxy statement and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Regardless of whether you plan to attend the special meeting, we urge you to read this proxy statement carefully. Please pay particular attention to the section entitled “Risk Factors” commencing on page 71 of this proxy statement.

After careful consideration, our board of directors has unanimously approved and adopted the Merger Agreement and unanimously recommends that our shareholders vote FOR adoption and approval of the Alberton Business Combination and FOR all other proposals presented to our shareholders in the accompanying proxy statement. When you consider the board recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Certain Benefits of Alberton’s Directors and Officers and Others in the Business Combination.”

Approval of the Redomestication Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, the Director Election Proposal, and, if presented, the Alberton Adjournment Proposal requires the affirmative vote of a majority of the votes entitled to vote thereon which are cast by shareholders present in person or represented by proxy at the special meeting (other than the Alberton Business Combination Proposal and the Successor Charter Proposal, which require the affirmative vote of a majority of outstanding Alberton Shares).

The boards of directors of Alberton, Merger Sub and SolarMax have already approved the Business Combination as well as the shareholder of Merger Sub.

Each redemption of Alberton common stock share by our Public Shareholders will decrease the amount in our trust account, which held $14,306,539 of marketable securities at a redemption price of $11.37 per share as of September 30, 2021.

Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Alberton Special Meeting. Once a valid quorum is established, a failure to vote your shares will have no effect on the outcome of any vote on the proposals to be considered at the Alberton Special Meeting. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the outcome of any vote on the proposals.

The transactions contemplated by the Merger Agreement will be consummated only if the Redomestication Proposal, the Alberton Business Combination Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Director Election Proposal (unless waived by SolarMax) are approved at the Alberton Special Meeting. In addition, (i) the Alberton Business Combination is conditioned on the approval of the Redomestication Proposal, (ii) the Successor Charter Proposal and the Share Issuance Proposal is conditioned on the approval of the Redomestication Proposal, and (iii) each of the Redomestication Proposal, the Successor Charter Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Director Election Proposal is conditioned on the approval of the Alberton Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the proxy statement.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals described in the accompanying proxy statement. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the outcome of any vote on the proposals. If you are a shareholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE TRANSACTION IN ORDER TO REDEEM THEIR SHARES FOR CASH. THIS MEANS THAT PUBLIC SHAREHOLDERS WHO HOLD PUBLIC SHARES OF ALBERTON ACQUISITION CORPORATION ON OR BEFORE [●] (TWO (2) BUSINESS DAYS BEFORE THE SPECIAL MEETING) MAY ELECT TO REDEEM THEIR SHARES WHETHER OR NOT THEY ARE HOLDERS AS OF THE RECORD DATE, AND WHETHER OR NOT THEY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND ANY SHARE CERTIFICATES DELIVERED BY YOU TO THE TRANSFER AGENT WILL BE RETURNED TO YOU. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

This proxy statement is dated [●], and is first being mailed to shareholders of Alberton on or about [●].

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. 

SOLARMAX TECHNOLOGY, INC.

3080 12th Street

Riverside, California 92507

NOTICE OF SPECIAL MEETING

OF STOCKHOLDERS

TO BE HELD ON [●], 2022 

TO THE STOCKHOLDERS OF SOLARMAX TECHNOLOGY, INC.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “SolarMax Special Meeting”) of SolarMax Technology, Inc. (“SolarMax”), a Nevada corporation, will be held at 7:00 a.m. Pacific Time, on [●], 2022 at the offices of SolarMax located at 3080 12th Street, Riverside, California 92507. You are cordially invited to attend the SolarMax Special Meeting, which will be held for the following purposes:

These SolarMax Proposals are described in the accompanying joint proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of voting common stock of SolarMax at the close of business on  [●], 2022 (the “SolarMax Record Date”) are entitled to notice of the SolarMax Special Meeting and to vote and have their votes counted at the SolarMax Special Meeting and any adjournments or postponements of the SolarMax Special Meeting.

After careful consideration, SolarMax’ board of directors (the “SolarMax Board”) has determined that the SolarMax Proposals are fair to and in the best interests of SolarMax and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the SolarMax Business Combination Proposal and “FOR” the SolarMax Adjournment Proposal, if presented.

The existence of any financial and personal interests of one or more of SolarMax’ directors may be argued to result in a conflict of interest on the part of such directors between what he, she or they may believe is in the best interests of SolarMax and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the SolarMax Proposals. See the section entitled “SolarMax Business Combination Proposal — Interests of SolarMax’ Directors and Officers in the Business Combination” in the accompanying joint proxy statement/prospectus for a further discussion of these interests.

In connection with entry into the Merger Agreement, SolarMax’ directors, officers and 5% stockholders, who own approximately 41.6% of SolarMax’ voting common stock, have entered into voting agreements pursuant to which they have agreed to support and vote all of their shares of voting common stock in favor of the foregoing SolarMax Proposals.

The SolarMax Proposals must be approved as follows: (A) the SolarMax Business Combination Proposal requires the affirmative vote of a majority of the shares of outstanding common stock of SolarMax, and (B) the SolarMax Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of common stock of SolarMax present and voting at the meeting.

All holders of SolarMax voting common stock as of the SolarMax Record Date are cordially invited to attend the SolarMax Special Meeting in person. To ensure your representation at the SolarMax Special Meeting, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. You may also deliver your proxy by fax and email. If you are a holder of record of SolarMax voting common stock, you may also cast your vote in person or by proxy at the SolarMax Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the SolarMax Special Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided.

You may revoke your proxy in the manner described in the accompanying joint proxy statement/prospectus at any time before it has been voted at the special meeting. If you attend the SolarMax Special Meeting, you may vote your shares in person or by proxy even if you have previously submitted a proxy.

Whether or not you plan to attend the SolarMax Special Meeting, we urge you to read the accompanying joint proxy statement/prospectus (and any documents incorporated into the accompanying joint proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

Thank you for your participation. We look forward to your continued support.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “Alberton,” “ALAC” and “SolarMax” refer to Alberton Acquisition Corporation (which prior to the Redomestication is a corporation incorporated under the laws of the British Virgin Islands and thereafter a corporation incorporated under the laws of the State of Nevada) and SolarMax Technology, Inc., a Nevada corporation, as applicable.

In this document:

“AMC Sino” means Qingdao Zhongxin Huirong Distressed Asset Disposal Co., Ltd.

“Alberton” means Alberton Acquisition Corporation. (which prior to the Redomestication is a company incorporated under the laws of the British Virgin Islands and thereafter will be a corporation incorporated under the laws of the State of Nevada).

“Alberton Adjournment Proposal” means the proposal for Alberton shareholders to approve any decision by Alberton or its representatives to adjourn the Alberton Special Meeting to a later date or dates to permit further solicitation and vote of proxies if there are insufficient votes at the time of the Alberton Special Meeting to approve the Redomestication Proposal and the Alberton Business Combination Proposal.

“Alberton Board” means the board of directors of Alberton.

“Alberton Business Combination Proposal” means the proposal to be considered at the special meeting for the shareholders of Alberton to approve the Business Combination.

“Alberton Proposals” means (i) the Redomestication Proposal, (ii) the Alberton Business Combination Proposal, (iii) the Successor Charter Proposal, (iv) Incentive Plan Proposal, (v) the Share Issuance Proposal, (vi) the Director Election Proposal and (vii) the Alberton Adjournment Proposal, if presented.

“Alberton Shares” means before Redomestication, the ordinary shares, no par value, of Alberton; or after Redomestication, the shares of common stock, par value $0.0001 per share, of the Successor.

“Alberton Special Meeting” means the special meeting of the shareholders of Alberton, to be held at [●] on [●] at [●], and any adjournments or postponements thereof.

“Assumed Option” means each outstanding option to acquire SolarMax Stock (whether vested or unvested) that shall be assumed by the Successor in the Merger and automatically converted into an option to acquire shares of Successor common stock, with its price and number of shares equitably adjusted based on the conversion of the shares of SolarMax Stock into the Stockholder Merger Consideration.

“Backstop Agreements” mean agreements dated August 16, 2021, pursuant to which four Backstop Investors committed 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 Alberton public shares who exercised their redemption rights.

“Backstop Investors” mean the investors to the Backstop Agreements.

“Backstop Termination Agreements” mean termination agreements entered into by and among Alberton, Grow California LLC (“Grow California”), and Quest Mark No. 9 L.P. (“Quest”), pursuant to which Alberton terminated its Backstop Agreements with Grow California and Quest.

“Business Combination” means the business combination of Alberton and SolarMax pursuant to the Merger Agreement.

“Closing” means the closing of the Business Combination.

“Closing Proceeds” means the sum of (i) the funds remaining in the Trust Account immediately prior to the Closing, after giving effect to the redemptions by Public Shareholders (but before giving effect to the payment of any expenses incurred in connection with the Merger Agreement or the Business Combination or repayment of any outstanding loans of Alberton) and (ii) the proceeds from the PIPE Subscriptions.

“Chardan” means Chardan Capital Markets LLC, the sole book-running manager in Alberton’s IPO.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder.

“Combined Company” refers to Alberton and the SolarMax together following the consummation of the Business Combination.

“Companies Act” means the British Virgin Islands Business Companies Act 2004, as amended.

“Consideration Shares” means the aggregate number of newly issued Alberton Shares to be issued to the stockholders of SolarMax which equal to the Consideration divided by $10.50, with fractional shares being rounded up to the next higher number of whole shares.

“Convertible Note Valuation Price” means the price at which the Alberton ordinary shares are to be valued in determining the number of Alberton ordinary shares being issued in respect of the convertible notes to be issued to the Note Investors pursuant to securities purchase agreements dated October 4, 2021, which price is ten (10) times the average trading price of the Alberton Rights during a period of twenty-five (25) trading days ending on the second trading day prior to mailing of the final Proxy Statement to Alberton’s shareholders in connection with the Special Meeting.

“Current Charter” means the amended and restated memorandum and articles of association of Alberton that is currently in effect.

“Director Election Proposal” means the proposal to be considered at the Alberton Special Meeting to elect the members of the board of directors of the Successor.

“DWAC” means the depository trust company’s deposit/withdrawal at custodian system.

“Effective Time” means the Merger having become effective pursuant to its terms upon the consummation of the Business Combination.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Extension Amendment” means an amendment to Alberton’s Memorandum and Articles of Association to extend the last date by which Alberton must complete a business combination from October 26, 2021 to April 26, 2022, which was approved by the Alberton’s shareholders on October 22, 2021.

“Extension Loans” means the non-interest bearing loans from SolarMax to Alberton in the aggregate maximum principal amount of $1,387,780.26 at February 10, 2022, in connection with the April 2020 Extension, the October 2020 Extension, the April 2021 Extension, and the October 2021 Extension, together with any loans made subsequent to February 10, 2022.

“Extension Meetings” means, together, (A) a special meeting of shareholders of Alberton held on April 23, 2020, at which its shareholders approved an amendment to Alberton’s then current memorandum and articles of association, extending the date by which Alberton must consummate its initial business combination from April 27, 20020 to October 26, 2020 or such earlier date as determined by the Alberton Board; (the “April 2020 Extension”); (B) a special meeting of shareholders of Alberton held on October 26, 2020, at which its shareholders approved an amendment to Alberton’s then current memorandum and articles of association, extending the date by which Alberton must consummate its initial business combination from October 26, 2020 to April 26, 2021 or such earlier date as determined by the Alberton Board (the “October 2020 Extension”) and (C) a special meeting of shareholders of Alberton in lieu of the 2020 annual meeting held on April 23, 2021, at which its shareholders approved an amendment to Alberton’s then current memorandum and articles of association, extending the date by which Alberton must consummate its initial business combination from April 26, 2021 to October 26, 2021 or such earlier date as determined by the Alberton Board (the “April 2021 Extension”); and (D) a special meeting of shareholders which was held on October 22, 2021 at which its shareholders approved an amendment to Alberton’s then current memorandum and articles of association, extending the date by which Alberton must consummate its initial business combination from October 26, 2021 to April 26, 2022 or such earlier date as determined by the Alberton Board (the “October 2021 Extension”).

“fair market value” shall mean the average reported last sale price of Alberton’s ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Alberton’s warrants.

“Founder Shares” means the 2,871,998 shares of Alberton’s ordinary shares purchased for $25,000 in the aggregate by Sponsor and certain former and current directors and officers of Alberton.

“GAAP” means U.S. generally accepted accounting principles.

“GDPR” means the General Data Protection Regulation.

“Global Nature” means Global Nature Investment Holdings Limited.

“Incentive Plan Proposal” means the proposal to be considered at the special meeting for the shareholders to adopt and approve the 2021 Long-Term Incentive Plan of the Successor.

“Initial Shareholders” means the initial shareholders of Alberton who currently hold Founder Shares.

“Interim Charter” means the articles of Incorporation of Alberton taking effect upon the Redomestication in place of the Current Charter, which will remove or amend those provisions of our Current Charter that terminate or otherwise cease to be applicable as a result of the Redomestication and to include the amendment of Article 47.4 of the Current Charter to change the words “upon such consummation” to “prior to or upon such consummation,” however will be replaced by Successor Charter upon the Closing.

“Interim Period” means the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms.

“IPO” means Alberton’s initial public offering of its units, common stock, rights and warrants pursuant to a registration statement on Form S-1 declared effective by the SEC on October 23, 2018 (SEC File No. 333-227652).

“Material Adverse Effect” as used in the Merger Agreement, means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, a material adverse effect upon (a) the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (b) the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions.

“Merger” means the statutory merger of Merger Sub with and into SolarMax (following the Redomestication) under the applicable provisions of the Nevada Law, with SolarMax remaining as the surviving entity.

“Merger Agreement” means the agreement and plan of merger, dated as of October 27, 2020, by and among Alberton, Merger Sub and SolarMax, as it may be amended and supplemented from time to time.

“Merger Consideration” means the number of Successor securities with an aggregate value equal to $300,000,000 to be issued to the holders of SolarMax common stock.

“Merger Sub” means Alberton Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of Alberton.

“Nasdaq” means the Nasdaq Stock Market, LLC.

“Nevada Corporate Law” means the Chapter 78 of the Nevada Revised Statutes.

“Nevada Law” means the Nevada M&A Law and Nevada Corporate Law.

“Nevada M&A Law” means the Chapter 92A of the Nevada Revised Statutes.

“New Backstop Agreements” mean agreements dated October 4, 2021 pursuant to which the New Backstop Investors committed to purchase an aggregate of no less than $10 million of Ordinary Shares in open market or private transactions from time to time, or from holders of Alberton public shares who exercised their redemption rights.

“New Backstop Investors” mean the investors of the New Backstop Agreements.

“Notes” means (i) unsecured promissory notes in the amount of $300,000 and $780,000 issued by Alberton to its Sponsors on July 6, 2018 and January 24, 2020, respectively (collectively, the “Sponsor Notes”), (ii) unsecured promissory notes in the amount of $1,148,800 and $500,000 issued by Alberton to Global Nature on September 18, 2019 and December 3, 2019, respectively (collectively, the “GN Notes”); (iii) a unsecured promissory note in the aggregate principal amount of $500,000 payable upon demands, the outstanding principal of which is $100,000 issued by Alberton to AMC Sino on April 17, 2020 (the “AMC Notes”); (iv) the Extension Loans; and (v) convertible promissory note in the amount of $10,000,000 to be issued by Alberton to Notes Investors at the effectiveness of this registration statement (the “New Notes”).

“Note Investors” mean the holders of the New Notes to be issued by Alberton pursuant to certain Securities Purchase Agreements dated October 4, 2021 entered by Alberton and certain investors.

“Notes Termination Agreements” mean termination agreements dated October 4, 2021 entered by Alberton with certain Notes holders, pursuant to which the Sponsor Notes, GN Notes, and AMC Notes were terminated.

“PIPE Shares” means Alberton ordinary shares to be issued pursuant to the PIPE Subscriptions.

“PIPE Subscription” means subscription agreement pursuant to which an investor has agreed to purchase from Alberton Ordinary Shares of Alberton 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 Alberton of its public shareholders in connection with the Merger.

“Private Rights” means the 329,760 rights, each to receive one-tenth of one Alberton’s ordinary share (or common stock following Redomestication) upon the consummation of the Business Combination, that are included in the Private Units purchased by the Sponsor.

“Private Units” means the 329,760 private units, each unit consisting of one Alberton’s ordinary share (or common stock following Redomestication), one warrant to purchase one-half of one Alberton’s ordinary share (or common stock following Redomestication) and one right to receive one-tenth of one Alberton’s ordinary share (or common stock following Redomestication) upon the consummation of the Business Combination that the Sponsor initially purchased in connection with the closing of the IPO and the exercise of Chardan’s over-allotment option.

“Private Warrants” means the 329,760 private placement warrants, each exercisable for one-half of one Alberton’s ordinary shares (or common stock following Redomestication) at $11.50 per share, that are included in the Private Units purchased by the Sponsor, which are being cancelled pursuant to the Third Amendment to the Merger Agreement.

“Private Shares” means the 329,760 Alberton’s ordinary share (or common stock following Redomestication) that are included in the Private Units purchased by the Sponsor.

“Proposals” means the Redomestication Proposal, the Alberton Business Combination Proposal, the Successor Charter Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, the Director Election Proposal, the Alberton Adjournment Proposal (if presented), the SolarMax Business Combination Proposal and the SolarMax Adjournment Proposal (if presented).

“Public Shareholders” means the holders of Alberton Shares that were sold in Alberton’s IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Shares” means Alberton Shares sold in Alberton’s IPO (whether they were purchased in the IPO or thereafter in the open market).

“Record Date” means, in the case of Alberton, only holders of record of common stock of Alberton at the close of business on [●] (the “Alberton Record Date”) and in the case of SolarMax, only holders of record of common stock of SolarMax at the close of business on [●] (the “SolarMax Record Date”).

“Redemption Price” means an amount equal to price at which each Public Share is redeemed pursuant to the Redemption Rights (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two days prior to the consummation of the Business Combination in accordance with Alberton’s Current Charter, or the Interim Charter, as applicable.

“Redemption Rights” means rights to demand Redemption of the Public Shares into cash.

“Redemption” means the right of the holders of Alberton Public Shares to have their shares redeemed in accordance with the procedures set forth in this joint proxy statement/prospectus.

“Redomestication” means the continuation of Alberton by way of domestication of Alberton into a Nevada corporation, with the ordinary shares of Alberton becoming an equal number of shares of common stock of the Nevada corporation under Section 184 of the Companies Act and the applicable provisions of Nevada Law and all matters and necessary or ancillary changes in order to effect such Redomestication, including the adoption of the Interim Charter.

“Redomestication Proposal” means the proposal to be considered at the Alberton Special Meeting to approve the Redomestication.

“Sarbanes Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Issuance Proposal” means the proposal to be considered at the special meeting for the shareholders of Alberton to approve, for purposes of complying with Nasdaq listing rules, the issuance of securities in excess of 20% of Alberton’s issued and outstanding common stock, including the shares of common stock issuable upon the exchange of such securities and the PIPE Shares.

“SolarMax” means SolarMax Technology, Inc., a Nevada corporation.

“SolarMax Adjournment Proposal” means the proposal to approve any decision by SolarMax or its representatives to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if there are insufficient votes at the time of the SolarMax Special Meeting to approve the SolarMax Business Combination Proposal and/or the Preferred Stock Conversion Proposal.

“SolarMax Board” means the board of directors of SolarMax.

“SolarMax Business Combination Proposal” means the proposal for SolarMax stockholders to approve the Business Combination.

“SolarMax Group” means SolarMax and the direct and indirect subsidiaries of SolarMax.

“SolarMax Proposals” means (i) the SolarMax Business Combination Proposal and (ii) the SolarMax Adjournment Proposal, if presented.

“SolarMax Special Meeting” means the special meeting of the stockholders of SolarMax, to be held at [●] on [●] at [●], and any adjournments or postponements thereof.

“SolarMax Stock” means all shares of SolarMax common stock issued and outstanding immediately prior to the Effective Time.

“Sponsor” or “Hong Ye” means Hong Ye Hong Kong Shareholding Co., Limited.

“Sponsor Notes” unsecured promissory notes in the amount of $300,000 and $780,000, issued by Alberton to its Sponsors on July 6, 2018 and January 24, 2020, respectively.

“Sponsor Voting Agreement” means those voting agreements delivered by Alberton to SolarMax and executed by the Sponsor and one insider of Alberton.

“Stockholder Merger Consideration” means the shares of Successor common stock to be received by the stockholders of SolarMax immediately prior to the Closing as consideration for the Merger.

“Successor” means Alberton as a Nevada corporation by way of continuation following the Redomestication. In connection with the consummation of the Business Combination, Alberton will change its corporate name to “SolarMax Technology Holdings, Inc.”

“Successor Charter” means the amended and restated articles of incorporation of the Successor that, among others, changes the name of Alberton to SolarMax Technology Holdings, Inc. and removes or amend those provisions of the Interim Charter which terminate or otherwise cease to be applicable following the Closing.

“Target Companies” means SolarMax and its subsidiaries.

“Trust Account” means the trust account of Alberton, which holds the net proceeds of Alberton’s IPO and the sale of the Alberton private units, together with interest earned thereon, less amounts released to pay income or other tax obligations and to meet working capital requirements.

“U.S. Holder” means any beneficial owner of Alberton Shares that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control the trust or (B) it has a valid election in place to be treated as a U.S. person.

“Voting Agreement” means those voting agreements delivered by SolarMax to Alberton and executed by certain of SolarMax’ stockholders who are certain holders of SolarMax.