Fellazo Inc.
FLLC · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The cash went back to shareholders and the company wound up. There is no deadline left to miss.
Cash at settlement
The last figure filed while this was still a SPAC.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
In plain terms
- What it is
- A SPAC from Swipy Ltd, listed on Nasdaq in July 2019. Each unit put $10.00 into the shareholders' cash account at listing; by the end it held $10.14 a share — interest earned on the account, plus any payments the sponsor made to extend the deadline, spread over the shares that never cashed out.
- What it's doing now
- It never completed a purchase. The company wound up and the cash in the account went back to shareholders — the ordinary ending when a SPAC runs out of time. No agreed deal for it is on file with us, so we cannot say whether one was ever announced and later fell through.
- What you should know
- This SPAC has finished. The cash was paid back to shareholders and the company wound up, so there is nothing left to claim — the money went where the charter said it would.
At a glance
- Where it stands
- Liquidated
- Deal
- none — it wound up and returned the cash instead
- Industry
- no filing we hold states a sector this SPAC restricted its search to
- Deal value
- no deal to value — it wound up instead
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 26 July 2019
- size not on file · 100.0% of each $10 unit into trust
- Headquarters
- 1345 AVENUE OF THE AMERICAS 11TH FL, NEW YORK, NY, 10105
- registered in the Cayman Islands
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Wong Ting Lun (Chief Executive Officer) · Chong Jonathan Peng Fai (Chief Financial Officer) · Toh Anderson Heng Hee (Chief Operating Officer)
- Listed securities
- FLLC common
As last filed, 8 April 2020. That was the account's last filed value before it was settled — the company does not hold it now.
source: 8-K acc 0001213900-20-008844
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
- $10.14 a share is the last cash figure filed while this was still a SPAC. It is a record of what the account held, not money anyone can ask for now.
What has happened, and what is coming
1 dated milestoneEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 26 July 2019IPOpassed
IPO size not on file
The score
deterministic, from filed fieldsFLLC is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Fellazo Inc. (FLLC) was a blank-check company with SEC CIK 0001771928 listed on the Nasdaq Stock Market. The company priced its initial public offering on July 26, 2019, per a 424B prospectus, with unit terms including one warrant, a 1/10 right, and a $10 trust value per unit over a 12-month deadline. On April 8, 2020, Fellazo Inc. filed an 8-K announcing the redemption of all outstanding public shares at a per-share redemption price of approximately $10.14. The company liquidated and returned the trust cash to shareholders, with its public shares deemed cancelled as of the close of business on April 17, 2020.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
Confirms the trust is fully paid out and the registration is being terminated — FLLC is over, with nothing left for warrant or right holders.
This is the terminal event: FLLC public holders receive about $10.14 per share in cash, initial shareholders waived their redemption rights, and the warrants and rights expire worthless.
The listing is lost; from here FLLC's realistic outcomes narrow to liquidation of the trust, which is what follows a month later.
Marcum's willingness to return suggests the related-party issues that triggered its resignation were addressed, which is the precondition for filing the delinquent 10-Q.
A wholesale change of sponsor and management is the most consequential event that can happen to a SPAC short of a deal, and here it is an admitted internal-control remedy rather than a strategic choice.
Each new deficiency is an independent ground for delisting ahead of the February 6 hearing, narrowing the paths by which FLLC keeps its listing.
Show 12 more material filings
The listing stays alive only on a temporary stay, and the finance officer departs while the delinquent 10-Q that caused the deficiency is still unfiled.
This is the decision that puts FLLC on a path off Nasdaq, with undisclosed related-party transactions named as a basis — a direct sponsor-conduct concern for trust holders.
An auditor resigning over the reliability of management representations is among the most severe non-financial warnings a SPAC can file, and it blocks the delinquent 10-Q that Nasdaq is demanding.
A second, independent listing deficiency stacked on the unresolved governance findings materially raises the odds FLLC is delisted before it can complete any deal.
An auditor change three months after IPO, in a company already under a Nasdaq misrepresentation finding, is a governance signal rather than routine housekeeping.
The first delisting threat is resolved in the company's favour, restoring the listing that the trust's redemption mechanics depend on.
A misrepresentation finding one month after IPO is a governance red flag distinct from an ordinary listing deficiency, and a delisting would strand FLLC holders in an unlisted shell while the trust is still outstanding.
The trust account increased from $50.0M to $57.5M and redeemable shares rose from 4,395,813 to 5,123,313, raising the total capital at risk for redemption. The deferred underwriter commission also increased by $225,000 to $1.725M, which will reduce funds available to target businesses at deal close.
It fixes the trust at exactly $10.00 per public share at IPO — the baseline any later redemption or extension payment is measured against.
This charter is the document that governs the trust, the redemption right and the business-combination test (target fair market value of at least 80% of trust assets, no combination with another blank-check company), so it defines the protections FLLC public shareholders hold.
The priced unit carries materially less warrant coverage than the draft — half a share per warrant instead of a whole one — with a right added, so any model built off the S-1 overstates warrant dilution and understates the share count at closing. The call trigger stays at $16.50, not $18.00: in whole at $0.01 per warrant, on a minimum 30 days' notice, if the last sale price is at or above $16.50 for any 20 trading days in a 30-trading-day period. The deadline is 12 months from the closing of the offering, extendable to 21 months. Deferred underwriting is $0.30 per unit, held in trust.
Two terms here are NOT the market standard and are stated in this document. The warrant call trigger is a last sale price at or above $16.50 (not $18.00) for any 20 trading days within a 30-trading-day period ending on the third trading day before the redemption notice, at $0.01 per warrant on a minimum 30 days' notice. And the life is short: if no initial business combination is completed within 12 months from the closing of the offering — up to 21 months if the company extends — 100% of the public shares are redeemed at the per-share trust amount.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
What changed: Effective April 27, 2020 Sing Wang, Stephen Markscheid and Adrian Leung resigned all positions at Fellazo and former CEO Nicholas Ting Lun Wong was appointed sole officer and director; the company confirms it has ceased operations and that all trust funds have been disbursed, with Nasdaq's Form 25 filed April 29, 2020 deregistering the securities. Why it matters: Confirms the trust is fully paid out and the registration is being terminated — FLLC is over, with nothing left for warrant or right holders.
What changed: On April 7, 2020 Fellazo notified trustee Continental Stock Transfer that it will dissolve and liquidate and redeem all public shares at approximately $10.14 per share; public shares are deemed cancelled as of the close of business April 17, 2020, with redemption expected to complete by that date and no distribution on warrants or rights. Why it matters: This is the terminal event: FLLC public holders receive about $10.14 per share in cash, initial shareholders waived their redemption rights, and the warrants and rights expire worthless.
Show the other 10 filings
What changed: Thomas Ren resigned as a Fellazo director on March 19, 2020 and Ronald Issen and Ian Lee resigned on March 26, 2020, each effective immediately and none due to a disagreement with the company. Why it matters: The board empties out in the weeks after the delisting, consistent with a wind-down rather than a search for a target.
What changed: On March 12, 2020 Fellazo issued a press release, furnished as Exhibit 99.1, updating holders on the trading status of its securities and on the amounts held in the trust account, signed by interim CEO/CFO Stephen Markscheid. Why it matters: The company is communicating on trust balances directly to holders after the delisting, the step that normally precedes a liquidation announcement.
What changed: On March 3, 2020 the Nasdaq Hearings Panel affirmed the staff's determination and decided to delist Fellazo's units, ordinary shares, warrants and rights, with trading in the securities to be suspended. Why it matters: The listing is lost; from here FLLC's realistic outcomes narrow to liquidation of the trust, which is what follows a month later.
What changed: On February 26, 2020 Fellazo's audit committee re-appointed Marcum LLP as independent registered public accounting firm effective February 21, 2020, the same firm that had resigned on December 4, 2019 over unanswered questions on related-party transactions. Why it matters: Marcum's willingness to return suggests the related-party issues that triggered its resignation were addressed, which is the precondition for filing the delinquent 10-Q.
What changed: On January 31, 2020 Fellazo entered a Sponsor Transfer Agreement with Swipy Ltd, TKK Capital Holdings and eight individuals under which, on satisfaction of conditions, the board and management are replaced and sponsor Swipy Ltd becomes 80% owned by TKK Capital — the board's remediation for unauthorised related-party transactions the audit committee had attributed to inadequate internal controls. Why it matters: A wholesale change of sponsor and management is the most consequential event that can happen to a SPAC short of a deal, and here it is an admitted internal-control remedy rather than a strategic choice.
What changed: On January 22, 2020 Nasdaq cited Fellazo with two further delisting bases: incomplete responses to an information request under Listing Rule 5250(a)(1), and failure of the compensation committee to determine or recommend executive officer compensation under Rule 5605(d)(1)(B). Why it matters: Each new deficiency is an independent ground for delisting ahead of the February 6 hearing, narrowing the paths by which FLLC keeps its listing.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Swipy Ltdnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1283 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
That was the figure at listing. It is $10.14 a share today — interest on the account, plus any sponsor payments made to extend the deadline, spread over the shares that never cashed out. Unit: U = S + W + R/10 · 100.0% of the $10 unit
from 424B4 0001213900-19-013713
Trading & liquidity
Company profile
Directors & officers
- Wong Ting LunChief Executive Officer
- Chong Jonathan Peng FaiChief Financial Officer
- Toh Anderson Heng HeeChief Operating Officer
- Zhang PingDirector
- Yu LijunDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
3 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Hudson Bay Capital Management LPwith 1 other reporting person on the same schedule9.4% · SC 13GFeb 5, 2020 stale
- MIZUHO FINANCIAL GROUP INC7.2% · SC 13GFeb 14, 2020 stale
- Polar Asset Management Partners Inc.0.0% · SC 13G/AMay 8, 2020 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
39 full SEC filing texts archived — searchable, never lost.
- Vault note — FLLC (Fellazo Inc.)
vault-note · /vault/tickers/FLLC
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail3 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001213900-19-013713 priced 2019-07-26; common ticker FLLC off 8-K 0001213900-20-008844 (2020-04-08); lifecycle EXITED. Ending PROVEN, not inferred: LIQUIDATED per 8-K 0001213900-20-008844 (2020-04-08) — announced redemption of all public shares: “…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 repres…”. Trust at settlement $10.14/share, stated in that filing. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
unitSeparationDays=52 from the definitive prospectus (0001213900-19-013713). NOT FILLED: warrantStrike — no stated candidate; warrantCallPrice — no stated candidate; rightShareRatio — documents disagree ($0.1 vs $0.5) — refused
sponsor "Swipy Ltd" (SEC CIK 0001781845) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-19-013506.