FLLC SEC filings, in plain English
Everything Fellazo Inc. has filed with the SEC that we hold — 40 filings, newest first, 23 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
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.
What changed: On January 6, 2020 the Nasdaq Hearings Panel extended the stay of suspension of Fellazo's securities pending a hearing set for February 6, 2020, and CFO Jonathan Peng Fai Chong resigned the same day for personal reasons. Why it matters: 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.
What changed: On December 13, 2019 Nasdaq denied Fellazo's extension request and determined to delist its securities for failing to timely file the September 30, 2019 10-Q and for failing to disclose certain related-party transactions under Listing Rule 5250(b)(1); trading could be suspended at the open on December 23, 2019 absent an appeal. Why it matters: 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.
What changed: Marcum LLP resigned as Fellazo's auditor on December 4, 2019, three weeks after being engaged, stating it could not complete its review of the September 30, 2019 interim financials under AS 4105 because it had not received satisfactory responses about certain matters and questioned its ability to rely on management's representations. Why it matters: 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.
What changed: On November 20, 2019 Nasdaq notified Fellazo it was out of compliance with Listing Rule 5250(c)(1) for failing to timely file its 10-Q for the quarter ended September 30, 2019, and applied shortened, more stringent criteria requiring a compliance plan by December 4, 2019 (with any exception running only to May 18, 2020). Why it matters: A second, independent listing deficiency stacked on the unresolved governance findings materially raises the odds FLLC is delisted before it can complete any deal.
What changed: Fellazo's audit committee dismissed RBSM LLP as independent registered public accounting firm effective November 12, 2019; RBSM's report for the inception-to-December 31, 2018 period carried a going-concern explanatory paragraph but no disagreements or reportable events were disclosed. Why it matters: An auditor change three months after IPO, in a company already under a Nasdaq misrepresentation finding, is a governance signal rather than routine housekeeping.
What changed: Fellazo announced that from October 31, 2019 holders may separately trade the components of each unit — one ordinary share (FLLC), one warrant for half a share at $11.50 (FLLCW) and one right to one-tenth of a share (FLLCR). Why it matters: Unit separation is what lets the market price the trust-backed share apart from the warrant and right, and it is the normal precondition for any redemption arbitrage in FLLC.
What changed: On October 16, 2019 the Nasdaq Hearings Panel granted Fellazo's request for continued listing, finding the company had met the listing requirements; the units continue to trade as FLLCU. Why it matters: The first delisting threat is resolved in the company's favour, restoring the listing that the trust's redemption mechanics depend on.
What changed: Nasdaq granted Fellazo a hearing on the delisting, scheduled for October 3, 2019; separate trading of the shares, rights and warrants — contemplated for the 52nd day after the July 24, 2019 prospectus — is deferred until the Panel rules. Why it matters: Units cannot be split into their components while the appeal is pending, so FLLC holders have no way to trade the share, right or warrant legs independently.
What changed: Fellazo's 10-Q for the quarter ended June 30, 2019 covers the pre-IPO shell: total assets $280,000 (cash $2,518 plus $277,462 of deferred offering costs), no trust account, current liabilities $267,199, a six-month net loss of $5,703, and 1,437,500 founder shares outstanding. Why it matters: The IPO closed on July 29, 2019, after quarter-end, so this report shows no trust — the $50 million trust first appears in the following quarter.
What changed: On August 30, 2019 Fellazo submitted a hearing request to Nasdaq appealing the August 23 delisting determination; the units continue to trade under FLLCU while the appeal is pending. Why it matters: The appeal stays the delisting, so the listing question stays open rather than resolving against holders immediately.
What changed: On August 23, 2019 Fellazo received a Nasdaq staff determination that it failed the 300 round-lot/public-holder requirement (Listing Rules 5505(a)(3), 5550(a)(3)) and that the shareholder list it submitted to evidence compliance contained a material misrepresentation under Rule 5250(a)(1); the units face delisting unless the company appeals. Why it matters: 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.
What changed: On August 6, 2019, Fellazo Inc. closed the full exercise of the underwriters' over-allotment option for 750,000 units at $10.00/unit, generating $7.5M in gross proceeds, and sold an additional 15,000 private placement units to the sponsor for $150,000. Net proceeds of $7.35M plus $150K were deposited into the trust account, bringing total trust value to $57.5M and ordinary shares subject to redemption to 5,123,313 shares. Why it matters: 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.
What changed: Fellazo filed its audited post-IPO balance sheet as of July 29, 2019: $50,000,000 in the trust account from 5,000,000 units sold at $10.00, $751,267 of operating cash, $1,500,000 deferred underwriting commission, and 4,395,813 shares subject to possible redemption carried at $43,958,133. Why it matters: It fixes the trust at exactly $10.00 per public share at IPO — the baseline any later redemption or extension payment is measured against.
What changed: Fellazo filed its amended and restated memorandum and articles of association, adopted by special resolution on 24 July 2019 in connection with the IPO; authorised capital is US$10,100 across 100,000,000 ordinary shares and 1,000,000 preference shares at $0.0001 par. Why it matters: 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.
What changed: IPO pricing prospectus (424B4) for Fellazo Inc.: $50,000,000 of 5,000,000 units at $10.00. The unit as priced differs from the as-filed S-1 of 2019-05-22: it is one ordinary share, one right to one-tenth (1/10) of a share on consummation of the business combination, AND one warrant exercisable for one-HALF of one ordinary share at $11.50 per full share. No fractional shares are issued, so warrants must be exercised in multiples of two and ten rights are needed to receive a share. Nasdaq: FLLCU / FLLC / FLLCR / FLLCW. Why it matters: 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.
In plain English
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.
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.
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.