UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14F-1
INFORMATION
STATEMENT PURSUANT TO SECTION 14(F) OF THE
SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
FELLAZO
INC.
(Exact
name of registrant as specified in its corporate charter)
Cayman
Islands
|
|
001-39002
|
|
N/A
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
Jinshan Building East, Unit 1903
568 Jinshan West Road
Yong Kang City, Zhejiang Province
People’s
Republic of China 321300
|
(Address of principal executive offices)
|
Registrant’s
telephone number, including area code: (86) 13012855255
FELLAZO
INC.
Jinshan Building East, Unit 1903
568
Jinshan West Road
Yong
Kang City, Zhejiang Province
People’s Republic of China 321300
INFORMATION
STATEMENT PURSUANT TO
SECTION
14(F) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
RULE 14F-1 THEREUNDER
NOTICE
OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
THIS
INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL
PURPOSES
AND NOT IN CONNECTION WITH ANY VOTE OF THE STOCKHOLDERS OF FELLAZO INC.
INTRODUCTION
This
Information Statement is being mailed or delivered on or about February 12, 2020 to the holders of the ordinary shares on the
close of business on February 10, 2020 (the “Record Date”), par value $0.0001 per share (the “Ordinary
Share”), of Fellazo Inc., a Cayman Islands exempted company (“Fellazo”), in connection with the change
of control and composition of the Board of Directors of Fellazo (the “Board”) as contemplated by that certain
Sponsor Transfer Agreement (the “STA”) entered into as of January 31, 2020 by and among Fellaoz, Swipy Ltd,
TKK Capital Holdings (“TKK Capital”), Nicholas Ting Lun Wong, Jonathan Peng Fai Chong, Anderson Heng
Hee Toh, Tiong Ming Tan, Chin Yong Tan, Lijun Yu and Ping Zhang.
The
STA provides for certain changes to the management, the Board, and the sponsorship of Fellazo. Among other things, and as described
in further detail below, upon the satisfaction of certain conditions, Fellazo’s Board and management shall be replaced with
a new team of individuals (the “Leadership Changes”), Fellazo’s sponsor, Swipy Ltd (the “Sponsor”),
shall become 80% owned by TKK Capital, and Fellazo’s officers and directors shall receive certain compensation for their
services rendered to Fellazo.
Pursuant
to the STA, Nicholas Ting Lun Wong agreed to fund Fellazo with an aggregate of up to $1,270,000 to be applied toward the Fellazo’s
expenses to be incurred in connection with the transactions contemplated by the STA and Fellazo’s business combination activities,
including in connection with any extensions of time in which to consummate a business combination. Such funds would be remitted
in three installments as follows: (i) $70,000 to be paid upon execution of the STA; (ii) $600,000 to be placed into an escrow
account within 7 calendar days of a determination of the Nasdaq Hearings Panel (the “Panel”) to provide Fellazo
with additional time to regain compliance with applicable Nasdaq Rules (the “First Deposit”), and (iii) another
$600,000 to be placed into an escrow account within 14 calendar days thereafter.
Changes
to be effected within 3 business days following the funding of the First Deposit into escrow include, but are not limited to:
(i) Fellazo will change its address and shall initiate action to change its name to TKK-Fellazo Acquisition Corp., or some other
name selected by TKK Capital; of its name and address; (ii) Fellazo will enter into a new administrative services agreement with
Texas Kang Kai Capital Management (Hong Kong) Limited which will provide certain administrative services to Fellazo for $10,000
a month, and in connection with the execution of such agreement, Fellazo shall terminate its existing administrative services
agreement dated July 24, 2019 by and between Fellazo and Swipy Ltd; (iii) certain changes to the management and Board as
decribed below; (iii) Jonathan Peng Fai Chong, Anderson Heng Hee Toh will transfer all their equity interest in the Sponsor to
TKK Capital; (iv) Nicholas Ting Lun Wong will retain a 20% equity interest in Swipy Ltd and transfer the balance of his 33% equity
interest in Swipy Ltd to TKK Capital; and (v) Sing Wang will transfer 70,000 shares of TKK Symphony Acquisition Corporation to
Nicholas Ting Lun Wong. The STA will be terminated if the Panel determines to delist Fellazo’s securities from Nasdaq.
This
Information Statement is being furnished pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and Rule 14f-1 promulgated thereunder. This Information Statement is being provided solely for informational
purposes and not in connection with a vote of Fellazo’s shareholders.
CHANGE
OF BOARD
Effective
February 5, 2020, Jonathan Peng Fai Chong, a director of Fellazo, was vacated by the Board due to his personal health issues.
As previously reported in an Form 8-K filed with the SEC on January 8, 2020, Mr. Chong had resigned as Fellazo’s Chief Financial
Officer as of January 6, 2020.
Additionally,
notwithstanding the conditions to Fellazo’s obligations to effect the Leadership Changes set forth in the STA, effective
February 5, 2020, Fellazo’s executive officers of Fellazo resigned from their respective offices and directorships as set
forth below.
Name
|
|
Title
|
Anderson
Heng Hee Toh
|
|
Chief Operating
Officer and Director
|
Nicholas
Ting Lun Wong
|
|
Chief Executive
Officer and Director
|
Immediately
following the vacation of the Mr. Chong and the resignations of Messrs. Toh and Wong, the Board appointed the following individuals
to fill the vacancies resulting therefrom:
Name
|
|
Title
|
Sing Wang
|
|
Non-Executive
Chairman of the Board
|
Stephen Markscheid
|
|
Interim
Chief Executive Officer, Chief Financial Officer and Director
|
Adrian
Leung
|
|
Chief
Business Development Officer and Director
|
Additionally,
notwithstanding the conditions to Fellazo’s obligations to effect the Leadership Changes set forth in the STA, the following
members of the Board agreed to resign from their respective positions as set forth below, which resignations will become effective
on the Effective Date (as defined below).
Name
|
|
Title
|
Tiong Ming
Tan
|
|
Independent
Director (Chair of the Audit Committee and the Compensation Committee)
|
Chin
Yong Tan
|
|
Independent
Director (member of the Audit Committee and member of the Compensation Committee)
|
Lijun
Yu
|
|
Independent
Director
|
Ping
Zhang
|
|
Independent
Director (member of the Audit Committee and member of the Compensation Committee)
|
In
connection with the foregoing contemplated resignations, the Board approved the appointment of the following individuals to fill
the vacancies resulting from such resignations, which appointments will become effective on the Effective Date (as defined below).
Name
|
|
Title
|
Ronald Issen
|
|
Independent
Director
|
Thomas Ren
|
|
Independent
Director
|
Ian Lee
|
|
Independent
Director
|
Other
than the transactions described above, Fellazo knows of no arrangements which may result in a change in control of Fellazo.
To
Fellazo’s knowledge, none of its director, officer, 5% stockholders or affiliate, or any associate of such persons is a
party adverse to Fellazo or has a material interest adverse to Fellazo in any material proceedings. To its knowledge, none of
its directors or officers has been the subject of any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, been convicted
in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting such person’s involvement in any type of
business, securities or banking activities or been found by a court of competent jurisdiction (in a civil action), the SEC or
the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.
Section
14(f) of the Exchange Act and Rule 14f-l promulgated thereunder require the mailing to shareholders of the information set forth
in this Information Statement at least 10 days prior to the date a change in a majority of directors occurs (otherwise than
at a meeting of shareholders). Accordingly, the change in a majority of directors will not occur until 10 days following
the filing and mailing of this Information Statement, which will be the “Effective Date.”
|
|
|
|
NO VOTE OR OTHER ACTION BY FELLAZO’S SHAREHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION STATEMENT. PROXIES
ARE NOT BEING SOLICITED. YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT, HOWEVER, REQUIRED
TO TAKE ANY ACTION.
|
|
VOTING
SECURITIES
Fellazo’s
authorized capital stock consists of one hundred million (100,000,000) Ordinary Shares, par value $0.0001 per share. Each
Ordinary Share is entitled to one vote.
As
of the Record Date, seven million four hundred seventy-four thousand five hundred (7,474,500) Ordinary Shares were issued and
outstanding.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect
to securities. In accordance with SEC rules, Ordinary Shares which may be acquired upon exercise of stock options or warrants
which are currently exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed
beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage
of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any
other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole
voting and investment power with respect to all Fellazo’s Ordinary Shares indicated as beneficially owned by them.
The
following table sets forth information known to Fellazo regarding the beneficial ownership of its Ordinary Shares as of the Record
Date, prior to the Effective Date.
The
business address of each person listed below, unless otherwise specified, is c/o Jinshan Building East, Unit 1903, 568 Jinshan
West Road, Yong Kang City, Zhejiang Province, China 321300.
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
Percent
of Class
|
|
Sing Wang
|
|
|
-
|
|
|
|
-
|
|
Stephen Markscheid
|
|
|
-
|
|
|
|
-
|
|
Adrian Leung
|
|
|
-
|
|
|
|
-
|
|
Tiong Ming Tan
|
|
|
-
|
|
|
|
-
|
|
Chin Yong Tan
|
|
|
-
|
|
|
|
-
|
|
Ping Zhang
|
|
|
-
|
|
|
|
-
|
|
Lijun Yu
|
|
|
-
|
|
|
|
-
|
|
All officers and directors as a group
(seven persons)
|
|
|
-
|
|
|
|
-
|
|
Swipy Ltd. (1)
|
|
|
1,652,000
|
|
|
|
22.5
|
%
|
Polar Asset Management Partners Inc.
(2)
|
|
|
916,526
|
|
|
|
12.3
|
%
|
Hudson Bay Capital Management LP (3)
|
|
|
565,000
|
|
|
|
7.6
|
%
|
Nicholas Ting Lun Wong (1)
|
|
|
1,652,000
|
|
|
|
22.1
|
%
|
Jonathan Peng Fai Chong (1)
|
|
|
1,652,000
|
|
|
|
22.1
|
%
|
Anderson Heng Hee Toh (1)
|
|
|
1,652,000
|
|
|
|
22.1
|
%
|
|
(1)
|
Represents
shares held by Fellazo’s sponsor, Swipy Ltd. Nicholas Ting Lun Wong, Jonathan Peng
Fai Chong and Anderson Heng Hee Toh, each holds 33.3% of our sponsor, and as a result
such individuals share voting and investment discretion with respect to the Ordinary
Shares held by the sponsor. Each may thus be deemed to have beneficial ownership of the
Ordinary Shares held directly by the sponsor. Each such entity or person disclaims any
beneficial ownership of the reported shares other than to the extent of any pecuniary
interest they may have therein, directly or indirectly.
|
|
(2)
|
Based
on a Schedule 13G filed with the SEC on January 10, 2020, on behalf of Polar Asset Management
Partners Inc. a company incorporated under the laws of Canada. Polar Asset Management
Partners Inc. has the power to vote and the power to direct the disposition of all shares.
The principal office of Polar Asset Management Partners Inc. is 401 Bay Street, Suite
1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.
|
|
(3)
|
Based
on a Schedule 13G filed with the SEC on February 5, 2020, such shares are held by Hudson
Bay Master Fund Ltd. Tech Opportunities LLC, a Delaware limited partnership (the “Fund”),
which is managed by Hudson Bay Capital Management LP, a Delaware limited partnership
(the “Adviser”). The Adviser, in its capacity as the investment manager of
the Fund, has the power to vote and the power to direct the disposition of all shares
held by the Fund. Sander Gerber is the Managing Member of the Adviser. The address of
the business office of Hudson Bay Capital Management LP and Sander Gerber is 777 Third
Avenue, 30th Floor, New York, NY 10017.
|
The
following table sets forth information known to Fellazo regarding the beneficial ownership of its Ordinary Shares as of the Effective
Date following the Leadership Changes.
The
business address of each person listed below, unless otherwise specified, is c/o Jinshan Building East, Unit 1903, 568 Jinshan
West Road, Yong Kang City, Zhejiang Province, China 321300.
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
Percent
of Class
|
|
Sing Wang
|
|
|
-
|
|
|
|
-
|
|
Stephen Markscheid
|
|
|
-
|
|
|
|
-
|
|
Adrian Leung
|
|
|
-
|
|
|
|
-
|
|
Ronald Issen
|
|
|
-
|
|
|
|
-
|
|
Thomas Ren
|
|
|
-
|
|
|
|
-
|
|
Ian Lee
|
|
|
-
|
|
|
|
-
|
|
All officers and directors as a group
(six persons)
|
|
|
-
|
|
|
|
-
|
|
Swipy Ltd. (1)
|
|
|
1,652,000
|
|
|
|
22.1
|
%
|
Polar Asset Management Partners Inc.
(2)
|
|
|
916,526
|
|
|
|
12.3
|
%
|
Hudson Bay Capital Management LP (3)
|
|
|
565,000
|
|
|
|
7.6
|
%
|
Nicholas Ting Lun Wong (1)
|
|
|
1,652,000
|
|
|
|
22.1
|
%
|
Jonathan Peng Fai Chong (1)
|
|
|
1,652,000
|
|
|
|
22.1
|
%
|
Anderson Heng Hee Toh (1)
|
|
|
1,652,000
|
|
|
|
22.1
|
%
|
|
(1)
|
Represents
shares held by Fellazo’s sponsor, Swipy Ltd. Nicholas Ting Lun Wong, Jonathan Peng
Fai Chong and Anderson Heng Hee Toh, each holds 33.3% of the Sponsor, and as a result
such individuals share voting and investment discretion with respect to the Ordinary
Shares held by the sponsor. Each may thus be deemed to have beneficial ownership of the
Ordinary Shares held directly by the sponsor. Each such entity or person disclaims any
beneficial ownership of the reported shares other than to the extent of any pecuniary
interest they may have therein, directly or indirectly.
|
|
(2)
|
Based
on a Schedule 13G filed with the SEC on January 10, 2020, on behalf of Polar Asset Management
Partners Inc. a company incorporated under the laws of Canada. The principal office of
the stockholder is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.
|
|
(3)
|
Based
on a Schedule 13G filed with the SEC on February 5, 2020, such shares are held by Hudson
Bay Master Fund Ltd. Tech Opportunities LLC, a Delaware limited partnership (the “Fund”),
which is managed by Hudson Bay Capital Management LP, a Delaware limited partnership
(the “Adviser”). The Adviser, in its capacity as the investment manager of
the Fund, has the power to vote and the power to direct the disposition of all shares
held by the Fund. Sander Gerber is the Managing Member of the Adviser. The address of
the business office of Hudson Bay Capital Management LP and Sander Gerber is 777 Third
Avenue, 30th Floor, New York, NY 10017.
|
DIRECTORS
AND OFFICERS
Below
are the names of and certain information regarding Fellazo’s executive officers and directors who were appointed effective
either as of February 5, 2020, or, with respect to the director positions of Messrs. Issen, Ren and Lee, as of the Effective Date:
Name
|
|
Age
|
|
Positions
Held with the Registrant
|
Sing Wang
|
|
56
|
|
Non-Executive
Chairman of the Board
|
Stephen Markscheid
|
|
65
|
|
Director,
Interim Chief Executive Officer and Chief Financial Officer
|
Man Chak
(Adrian) Leung
|
|
40
|
|
Director
and Chief Business Development Officer
|
Ronald Issen
|
|
57
|
|
Independent
Director
|
Thomas Jintao
Ren
|
|
41
|
|
Independent
Director
|
Ian Lee
|
|
50
|
|
Independent
Director
|
Biographies
of Directors and Executive Officers
Mr.
Sing Wang has been the Chief Executive Officer and Chairman of Board of TKK Symphony Acquisition Corporation since February
2018. Throughout the past 30 years, Mr. Wang has spearheaded nearly 70 private equity and venture capital transactions globally
across a wide range of sectors, including consumer, technology, telecommunications, media, financial institutions, healthcare
and natural resources. He has served as the Vice General Manager (non-executive) of CMIG Capital Company Limited, a financial
investment platform of China Minsheng Investment Group, since May 2017 and the Chairman of TKK Capital, a private equity/wealth
management company, since August 2015. In February 2018, Mr. Wang was appointed Director and Chief Executive Officer of CM Seven
Star Acquisition Corporation (NASDAQ: CMSS), a special purpose acquisition company that completed its initial public offering
on October 25, 2017 and has entered into a share exchange agreement in November 2018, providing for the acquisition of Kaixin
Auto Group, a premium used auto dealership group in China, from Renren Inc. (NYSE: RENN). From February 2016 to May 2017, Mr.
Wang was the Chief Executive Officer and Executive Director of China Minsheng Financial Holding Corporation Limited (HKEx: 245),
an overseas investment platform of China Minsheng Investment Group. From September 2015 to December 2017, Mr. Wang was a Senior
Advisor to TPG China, Limited (Growth Platform), which specializes in growth equity and middle-market buyout opportunities. From
2016 to November 2017, Mr. Wang was also the Executive Chairman of Evolution Media China, a newly-established media and internet
investment platform closely associated with TPG Growth and Creative Artists Agency. From May 2006 to August 2015, Mr. Wang was
a Partner at TPG and served as a Co-Chairman of TPG Greater China and the Head of TPG Growth North Asia. Prior to joining TPG,
from mid-2000 to early 2006, Mr. Wang was the Chief Executive Officer and Executive Director of TOM Group Limited (HKEx: 2383),
a Chinese-language media and internet conglomerate in Greater China. Previously, Mr. Wang was with Goldman Sachs from July 1993
to May 2000, holding various positions, including as the Head of China High Technology in Hong Kong. He was a manager at HSBC
Private Equity from November 1992 to June 1993, and a strategic consultant with McKinsey & Co. in Chicago from November 1989
to September 1992.
Mr.
Wang has served on the board of directors of several companies, including Non-Executive Chairman of Grindr Inc. (from August 2018
to present), Independent Non-Executive Director of Vitamin Shoppe, Inc. (NYSE: VSI) (from Apr 2018 to present), as Independent
Non-Executive Director of Sands China Limited (HKEx: 1928) (from July 2017 to October 2018), Non-Executive Director of China Renewable
Energy Investment Limited (HKEx: 987) (from June 2011 to October 2015), Non-Executive Director of MIE Holdings Corporation (HKEx:
1555) (from June 2010 to November 2015), Alternate Director of Ping An Insurance (Group) Company of China, Ltd. (HKEx: 2318) (from
1994 to 2000), and Director of China Resources Land Limited (HKEx: 1109) (from 1996 to 1999).
In
addition, from June 2011 to May 2013, Mr. Wang was a member of the Listing Committee of the Stock Exchange of Hong Kong. From
May 2011 to November 2015, Mr. Wang served as the Chairman of the Industry Policy Committee (IPC) of China Venture Capital and
Private Equity Association (CVCA). Mr. Wang graduated from Yunnan University, China, with a Bachelor of Science degree in Chemistry,
and from the University of Oxford, UK, with multiple degrees including a Master of Science degree in Forestry and its Relation
to Land Use, a Bachelor of Arts degree in Philosophy, Politics and Economics and a Master of Arts. Fellazo believes Mr. Wang is
well-qualified to serve as a member of the Board because of his significant directorship experience, remarkable leadership experience
and in-depth knowledge in cross-border transactions.
Mr.
Stephen Markscheid as been serving as an independent director of TKK Symphony Acquisition Corporation since August 2018. Mr.
Markscheid has been the chairman of Still Waters Green Technology, a UK based renewable energy developer since December 2019.
He has also been a venture partner at DealGlobe, a Shanghai based boutique investment bank, since February 2017. Mr. Markscheid
served multiple roles with NanoGraf Corporation, a Chicago-based developer of advanced materials, since May 2018, and is currently
an advisor to the board of the company. He currently also serves as an independent director of ZZ Capital International (HKEx:
08295), Ener-Core (OTCQB: ENCR), Fanhua Inc., (formerly CNinsure Inc.) (NASDAQ: FANH), and Jinko Solar Inc. (NYSE: JKS), and Hexindai
(NASDAQ: HX). Since November 2007, Mr. Markscheid has served as CEO of Synergenz Inc, the US subsidiary of a molecular diagnostic
company. Prior to that, from June 2006 to September 2007, he was CEO of Huamei Capital, a boutique investment bank in Chicago.
From January 1998 to March 2006, he served as a director and later as Senior Vice President at different group companies of General
Electric, where he led GE Capital’s business development activities in China and Asia Pacific, primarily acquisitions and
direct investments. Prior to General Electric, from February 1994 to November 1997, Mr. Markscheid worked with the Boston Consulting
Group throughout Asia. Prior to that, Mr. Markscheid was a commercial banker for 10 years in London, Chicago, New York, Hong Kong
and Beijing with Chase Manhattan Bank and First National Bank of Chicago and has years of professional experience in the financial
services industries. Mr. Markscheid holds a Master’s Degree in International Affairs from Johns Hopkins University, and
an MBA from Columbia University, where he was class valedictorian and a Bachelor of Arts degree from Princeton University. Fellazo
believes Mr. Markscheid is well-qualified to serve as a member of the Board because of his significant experience in the U.S.
capital markets.
Mr.
Man Chak (Adrian) Leung is the general manager of China Seven Star Holdings Ltd since August 2019. Prior to that, Mr. Leung
served as Co-Head of Risk and Portfolio Management at China Minsheng Financial Holding Corporation Limited (“CM Financial”)
since 2018, a Hong Kong mainboard listed (Symbol: 0245.hk) financial holding platform where Mr. Leung joined CM Financial in December
2016 from TPG Growth, a global mid-market private equity firm with over US$ 7 billion AUM. Prior to that, he was an analyst at
Cathay Capital Group between 2001 to 2006. Mr. Leung holds a Bachelor of Business and Administration (Finance) from City University
of Hong Kong. Fellazo believes Mr. Leung is well-qualified to serve as a member of the Board because of his extensive knowledge
and experience in corporate finance.
Mr.
Ronald Issen has been the Chief Investment Officer of TKK Symphony Acquisition Corporation since February 2018. Mr. Issen
is Founder and Managing Director of Issen & Company Limited since 2000, with over 20 years of financial experience in Asia,
including Hong Kong, Singapore, Taiwan and Macau. From 2007 to 2013, Mr. Issen was a Senior Advisor with Apollo Global Management,
LLC, and, from 2005 to 2007, was Senior Executive Vice President and a member of the Executive Management Committee of eSun Holdings
Limited (HKEx: 571, part of Hong Kong’s Lai Sun Group), a Chinese-language media/entertainment and hospitality group. Prior
to that, from 1989 to 1999, Mr. Issen was a senior banking executive with Banque Indosuez and its successor institutions (later
acquired by Credit Agricole), having begun his career with Smith Barney, Harris Upham (later part of Salomon Brothers/Citigroup)
and the Boston Consulting Group.
Mr.
Issen currently serves, among others, as a Board Director for Capella Hotel Group Pte Ltd, as Board Director for Cardiff City
FC of the English Premier League and as Board Director of KV Kortrijk of the Belgian First Division A professional football league.
He has served in the past on the boards of various subsidiary companies associated with Lippo Group, an Indonesian/Singaporean
conglomerate, including Auric Pacific Group Limited (SGX: A23) (from 2015 to 2017), Food Junction Holdings Limited (SGX: 529)
(from 2011 to 2013), and privately-held MIDAN City Development Co. Ltd. (from 2010 to 2011) in Korea. Separately, Mr. Issen was
Deputy Chairman and Board Director of City e-Solutions Limited (HKEx: 557) from 2013 to 2016, and Director of CDL Hospitality
Trusts (SGX: J85) from 2014 to 2016, an Asian hospitality REIT. Mr. Issen holds an MBA from the Stanford University Graduate School
of Business where he was an EJ Gallo Foundation Fellow and a Bachelor of Arts from Williams College, cum laude with honors. Fellazo
believes Mr. Issen is well-qualified to serve as a member of the Board because of his significant experience in finane industry
in Asia and extensive knowledge and experience in corporate governance.
Mr.
Thomas Jintao Ren has served as the chief financial officer of Renren Inc. since September 2015. He has also served
as the chief financial officer of Kaixin Auto since September 2015 and the chief financial officer of Oak Pacific Investment since
September 2017. Prior to rejoining Renren Inc., Mr. Ren was the chief financial officer at Chukong Technologies. Mr. Ren was previously
at Renren between 2005 and 2013, where he served as its senior finance director. Prior to that, Mr. Ren had worked at KPMG for
five years. Mr. Ren holds a bachelor’s degree in economics from Renmin University of China. He is a certified public accountant
in China and the United States, and a chartered professional accountant in Canada. Fellazo believes Mr. Ren is well-qualified
to serve as a member of the Board because of his significant leadership experience in public companies and extensive knowledge
and experience in accounting and finance.
Mr.
Ian Lee has been the Chief Financial Officer of TKK Symphony Acquisition Corporation since February 2018 and a Director
of its Board since August 15, 2018. Since January 2018, Mr. Lee has been serving as the Chief Financial Officer of TKK Capital.
Mr. Lee was Chief Financial Officer and Operating Partner of Evolution Media China from May 2016 to January 2018. During his tenure
at Evolution Media China, Mr. Lee worked closely with and reported directly to Mr. Wang, who served as Executive Chairman of Evolution
Media China. From August 2014 to April 2016, Mr. Lee was Chief Financial Officer of TPG’s two RMB funds, Shanghai and Chongqing.
From February 2013 to December 2013, he served as Chief Operating Officer of DMG (SZSE: 2143), a Chinese entertainment and communication
company. From February 2012 to February 2013, Mr. Lee was a Consultant for 3R Group, an advertising and marketing company in China.
From April 2005 to January 2012, Mr. Lee was with Omnicom Media Group, part of Omnicom Group (NYSE: OMC), a global advertising,
marketing and corporate communications company, serving as Finance Director, Chief Financial Officer and President & Chief
Operating Officer of China. From 1998 to 2004, Mr. Lee was with News Corp/21st Century Fox, where he spent seven years in the
Sydney, Beijing, Shanghai and Hong Kong offices in various positions, including Vice President of STAR China, News Corp’s
China Operation, and Finance Director of ChinaByte, a joint venture between People’s Daily and News Corp. Mr. Lee holds
a Master of Management from University of Technology, Sydney, Australia and a Bachelor degree in Genetics from Sichuan University,
China. Fellazo believes Mr. Lee is well-qualified to serve as a member of the Board because of his significant leadership experience
and extensive knowledge and experience in the U.S. and China capital markets.
Director Independence
The
NASDAQ listing standards require that a majority of Fellazo’s Board be independent. An “independent director”
is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder
or officer of an organization that has a relationship with Fellazo). Upon the effectiveness of the registration statement of which
this prospectus forms a part, Fellazo expects to have two “independent directors” as defined in the NASDAQ listing
standards and applicable SEC rules prior to completion of this offering. Fellazo’s board has determined that each of Sing
Wang, Ronald Issen, Thomas Jintao Ren and Ian Lee are independent directors under applicable SEC and NASDAQ rules. Fellazo’s
independent directors will have regularly scheduled meetings at which only independent directors are present.
The
Board and Committees
In
connection with the Leadership Changes, the Board resolved to reconstitute certain committees of the Board upon the Effective
Date. Namely, the Audit Committee of the Board will consist of Thomas Ren, Ronald Issen and Ian Lee, with Ian Lee serving
as Chair; and the Compensation Committee of the Board will consist of Thomas Ren, Ronald Issen and Ian Lee, with Thomas Ren serving
as Chair.
Audit
Committee
In
connection with the Leadership Changes, the Board resolved to reconstitute the Audit Committee of the Board upon the Effective
Date. Namely, the Audit Committee of the Board will consist of Thomas Ren, Ronald Issen and Ian Lee, with Ian Lee serving
as Chair
Each
member of the Audit Committee is financially literate and Fellazo’s Board has determined that Mr. Lee qualifies as
an “audit committee financial expert” as defined in applicable SEC rules.
Fellazo
has adopted an audit committee charter, which details the principal functions of the Audit Committee, including:
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the
appointment, compensation, retention, replacement, and oversight of the work of the independent
auditors and any other independent registered public accounting firm engaged by us;
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pre-approving all
audit and non-audit services to be provided by the independent auditors or any other
registered public accounting firm engaged by us, and establishing pre-approval policies
and procedures;
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reviewing
and discussing with the independent auditors all relationships the auditors have with
us in order to evaluate their continued independence;
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setting
clear hiring policies for employees or former employees of the independent auditors;
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setting
clear policies for audit partner rotation in compliance with applicable laws and regulations;
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obtaining
and reviewing a report, at least annually, from the independent auditors describing (i)
the independent auditor’s internal quality-control procedures and (ii) any
material issues raised by the most recent internal quality-control review, or peer
review, of the audit firm, or by any inquiry or investigation by governmental or professional
authorities, within, the preceding five years respecting one or more independent audits
carried out by the firm and any steps taken to deal with such issues;
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reviewing
and approving any related party transaction required to be disclosed pursuant to Item
404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;
and
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reviewing
with management, the independent auditors, and Fellazo’s legal advisors, as appropriate,
any legal, regulatory or compliance matters, including any correspondence with regulators
or government agencies and any employee complaints or published reports that raise material
issues regarding Fellazo’s financial statements or accounting policies and any
significant changes in accounting standards or rules promulgated by the Financial Accounting
Standards Board, the SEC or other regulatory authorities.
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Compensation
Committee
In
connection with the Leadership Changes, the Board resolved to reconstitute the Compensation Committee of the Board upon the Effective
Date. Namely, the Compensation Committee of the Board will consist of Thomas Ren, Ronald Issen and Ian Lee, with Thomas Ren
serving as Chair. Fellazo has adopted a compensation committee charter, which details the principal functions of the Compensation
Committee, including:
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reviewing
and approving on an annual basis the corporate goals and objectives relevant to Fellazo’s
Chief Executive Officer’s compensation, evaluating Fellazo’s Chief Executive
Officer’s performance in light of such goals and objectives and determining and
approving the remuneration (if any) of Fellazo’s Chief Executive Officer’s
based on such evaluation;
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reviewing
and approving the compensation of all of Fellazo’s other officers;
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reviewing
Fellazo’s executive compensation policies and plans;
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implementing
and administering Fellazo’s incentive compensation equity-based remuneration
plans;
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assisting
management in complying with Fellazo’s proxy statement and annual report disclosure
requirements;
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approving
all special perquisites, special cash payments and other special compensation and benefit
arrangements for Fellazo’s officers and employees;
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producing
a report on executive compensation to be included in Fellazo’s annual proxy statement;
and
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reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors.
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The
charter will also provide that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of
the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel
or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required
by the NASDAQ and the SEC.
Nominating
and Corporate Governance Committee
Additionally,
as part of Fellazo’s efforts to improve its internal controls, the Board determined to establish a new Nominating and Corporate
Governance Committee and adopted a Nominating and Corporate Governance Committee Charter (the “NCG Committee Charter”),
each of which shall become effective contemporaneously with the Leadership Change. The Nominating and Corporate Governance Committee
will consist of Thomas Ren, Ronald Issen and Ian Lee, with Ronald Issen serving as Chair.
In
accordance with the NCG Committee Charter, the Nominating and Corporate Governance Committee will be responsible for overseeing
the selection of persons to be nominated to serve on the Board as well as Fellazo’s corporate governance practices. The
Nominating and Corporate Governance Committee shall, in addition to evaluating and nominating candidates for election to the Board,
focus on the following responsibilities:
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Developing
and recommending to the Board a set of corporate governance principles and practices.
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Reviewing
periodically Fellazo’s corporate governance principles and practices, Fellazo’s
compliance with these principles and practices, and recommend changes, as appropriate.
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Overseeing
the evaluation of the Fellazo’s management.
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Overseeing,
reviewing and reporting to the Board regarding the Fellazo’s succession planning
for the Board, senior management and other key employees.
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Periodically
reviewing and reassessing the adequacy and scope of the NCG Committee Charter and the
Nominating and Corporate Governance Committee’s processes and procedures and recommending
any proposed changes to the Board for approval.
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Board
Leadership Structure and Role in Risk Oversight
The
Board evaluates its leadership structure and role in risk oversight on an ongoing basis. Effective February 5, 2020, Stephen Markscheid
serves as Fellazo’s Interim Chief Executive Officer and Chief Financial Officer, and Sing Wang serves as a Non-Executive
Chairman of the Board and leads the independent directors. The Board determines what leadership structure it deems appropriate
based on factors such as the experience of the applicable individuals, the current business environment of Fellazo or other relevant
factors.
The
Board is also responsible for oversight of Fellazo’s risk management practices while management is responsible for the day-to-day
risk management processes. This division of responsibilities is the most effective approach for addressing the risks facing Fellazo,
and Fellazo’s Board leadership structure supports this approach. The Board will receive periodic reports from management
regarding the most significant risks facing Fellazo.
Communication
with the Board
Shareholders or other interested
parties may communicate with the Board by sending mail to Fellazo’s offices at Jinshan Building East, Unit 1903, 568 Jinshan
West Road, Yong Kang City, Zhejiang Province, China.
Board
Meetings
During its fiscal year ended December 31, 2019,
the Board held 3 meetings and the Audit Committee held 5 meetings. Ping Zhang and Lijun Yu
were absent from all 3 Board meetings.
Family
Relationships
There
are no family relationships between or among Fellazo’s directors and executive officers.
Legal
Proceedings
To
Fellazo’s knowledge, there are no material proceedings to which any director, director nominee, officer or affiliate of
Fellazo is a party adverse to Fellazo or has a material interest adverse to Fellazo.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Founder
Shares
On
October 5, 2018, Fellazo issued an aggregate of 10,000 shares to each of Anderson Toh Heng Hee and Jonathan Chong Peng Fai at
a price of $1.00 per share.
In
March 2019, Fellazo repurchased the 10,000 shares from Anderson Toh Heng Hee and Jonathan Chong Peng Fai at a purchase price of
$1.00 per share.
On
March 29, 2019, Fellazo’s authorized share capital was subdivided into shares of $0.0001 par value each. As part of the
subdivision of shares, one share of $0.0001 par value each were issued to each of Anderson Toh Heng Hee and Jonathan Chong Peng
Fai at a price of $0.0001 per share which were repurchased at a repurchase price of $0.0001 per share.
Subsequently,
on March 29, 2019, the Sponsor purchased 1,437,500 founder shares (“Founder Shares”) for an aggregate purchase
price of $25,000, or approximately $0.02 per share.
Advance
from Related Party
Fellazo’s
directors advanced an aggregate of $363,106 to be used for working capital purposes. The advances are non-interest bearing, unsecured
and payable on demand. An aggregate of $238,106 of such advances were repaid and, in March 2019, $125,000 of the advances were
converted into loans under the Promissory Note (see below). As of September 30, 2019, there were no advances outstanding.
Promissory
Note – Related Party
In
March 2019, Fellazo issued a promissory note for up to $125,000 (the “Promissory Note”), pursuant to which
outstanding advances in the amount of $125,000 were converted into loans under the Promissory Note. The Promissory Note is non-interest
bearing, unsecured and due on demand. Fellazo repaid $123,000 and as of September 30, 2019, $2,000 was outstanding under the Promissory
Note.
Related
Party Loan
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of Fellazo’s officers and directors may, but are not obligated to, loan Fellazo funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion
of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted
upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private
Placement Units. In the event that a Business Combination does not close, Fellazo may use a portion of proceeds held outside the
Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working
Capital Loans.
Agreement
with YDP
On
August 1, 2019, Fellazo entered into a management agent agreement (the “YDP Agreement”) with YDP Plus Trading
(“YDP”), a non-affiliated third party, pursuant to which Fellazo agreed to pay YDP a monthly fee of $10,000
in exchange for YDP providing certain administrative services for Fellazo’s operations in Malaysia. Such agreement was executed,
notwithstanding the fact that on July 24, 2019 Fellazo had entered into an Administrative Services Agreement (the “ASA”)
with the Sponsor, providing for the Sponsor to make or cause to be made available, to Fellazo certain office space, administrative
support, and employees of the Sponsor as may be reasonably required by Fellazo from time to time. The ASA provided for Fellazo
to pay the Sponsor $10,000 per month for the services to be rendered under the ASA, and further specified that no salaries or
fees would be paid from this monthly amount to members of Fellazo’s management team. Neither the Board nor the Audit Committee
approved the YDP Agreement or the obligations of Fellazo pursuant thereto. For the months of August and September 2019, Fellazo
incurred $20,000 in fees for services rendered by YDP pursuant to the YDP Agreement, which were paid on October 30, 2019. Upon
being advised in November 2019 that the YDP Agreement had not been authorized, the parties terminated the YDP Agreement on November
21, 2019. In connection therewith, YDP agreed to waive the $20,000 in fees due for October 2019 and November 2019.
Fees
to executive directors
In
August 2019, Fellazo’s then executive directors, who were also Fellazo’s officers, sought to be compensated for their
services in the amount of $5,000 per month, or an aggregate $15,000 per month. During August and September 2019, Fellazo incurred
an aggregate of $30,000 in such fees. Neither the Board nor the Audit Committee approved the arrangement or the making of such
payments. Fellazo’s final prospectus dated July 24, 2019 in connection with its initial public offering provided that there
would be no finder’s fees, reimbursements or cash payments made to the Sponsor, Fellazo’s officers or directors, or
any of their affiliates, for services rendered to Fellazo prior to or in connection with the completion of Fellazo’s initial
business combination, other certain payments specified in the prospectus. Upon being advised in November 2019 that such payments
contravened the statements in the prospectus, in December 2019, Fellazo’s Board of Directors unanimously resolved that no
payments shall be made to any officers or directors except as disclosed in the final prospectus in connection with Fellazo's initial
public offering and the $30,000 advanced previously shall be returned to Fellazo without interest. As of December 16, 2019, the
$30,000 had been refunded to Fellazo’s account.
Advance
to Sponsor
On
August 28, 2019, Fellazo entered into an agreement with the Sponsor, pursuant to which it advanced $250,000 to the Sponsor. The
advance was non-interest bearing and was due on demand. Neither the Board nor the Audit Committee approved the agreement or the
making of such advance. Upon being advised in November 2019 that the agreement had not been authorized, during November 22, 2019
through November 29, 2019, the Sponsor repaid the full $250,000 due to Fellazo. As of the date hereof, no amount was outstanding
pursuant to the agreement.
Advance
to Related Party
Between
August 8 and September 27, 2019, YDP, on behalf of Fellazo, paid an aggregate of $63,000 to Fellazo’s then Chief Executive
Officer, which was intended to be used for business expenses. Neither the Board nor the Audit Committee approved the terms of
such advances. Upon being advised in November 2019 that these advances had not been authorized, the then Chief Executive Officer
repaid $3,000 of such advances to YDP. Additionally, following the termination of the YDP Agreement in November 2019, YDP waived
its right to be reimbursed for the remaining $60,000 it had paid to the then Chief Executive Officer.
Related
Party Policy
Fellazo
has adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or
resolutions approved by Fellazo’s Board (or the appropriate committee of Fellazo’s board) or as disclosed in Fellazo’s
public filings with the SEC. Under Fellazo’s code of ethics, conflict of interest situations will include any financial
transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.
In
addition, Fellazo’s Audit Committee is responsible for reviewing and approving related party transactions to the extent
that it enters into such transactions. The Audit Committee, consistent with its charter mandate, has advised management that,
until it can be satisfied that an effective internal control system has been implemented, all transactions between the Company
and the Sponsor, and all financial transactions between Fellazo and its management, are subject to prior review and approval by
the Audit Committee, in consultation with Fellazo’s advisors. An affirmative vote of a majority of the members of the Audit
Committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority
of the members of the entire Audit Committee will constitute a quorum. Without a meeting, the unanimous written consent of all
of the members of the Audit Committee is required to approve a related party transaction.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents
a conflict of interest on the part of a director, employee or officer.
To
further minimize conflicts of interest, Fellazo has agreed not to consummate an initial business combination with an entity that
is affiliated with any of the Sponsor, its officers or directors unless Fellazo, or a committee of independent directors, has
obtained an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions
for the type of company Fellazo is seeking to acquire or an independent accounting firm, that Fellazo’s initial business
combination is fair to Fellazo from a financial point of view. Furthermore, no finder’s fees, reimbursements or cash payments
will be made to the Sponsor, its officers or directors, or Fellazo’s or their affiliates, for services rendered to us prior
to or in connection with the completion of Fellazo’s initial business combination.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)
of the Exchange Act requires Fellazo’s directors and executive officers and beneficial holders of more than 10% of its Ordinary
Share to file with the SEC initial reports of ownership and reports of changes in ownership of its equity securities. Based solely
upon its review of such forms received by it, or written representations from certain reporting persons, Fellazo is not aware
of any instances when an executive officer, director or any owner of more than 10% of the outstanding Ordinary Shares failed to
comply with the reporting requirements of Section 16(a) of the Exchange Act.
EXECUTIVE
COMPENSATION
Except
as disclosed in “Certain Relationships and Related Transactions” above, Fellazo’s officers and directors have
not received any compensation for their services rendered to Fellazo for the fiscal year ended December 31, 2019.
Pursuant
to the STA, Messrs. Markscheid, Leung, Wang, Issen, Ren and Lee are entitled to compensation as follows:
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promptly
following the First Deposit, but in any event no later than the Closing Date (as such term
is defined in the STA), the Sponsor shall transfer 15,000 ordinary shares of Fellazo
to each of Stephen Markscheid and Adrian Leung and 12,500 ordinary shares of Fellazo
to each of Sing Wang, Ronald Issen, Thomas Ren and Ian Lee; and
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in
the event that there is a liquidation of Fellazo’s trust account prior to a business
combination, Fellazo shall pay each of Stephen Markscheid and Adrian Leung US$3,000 per
month of service then-served to Fellazo by such individuals.
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No
retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by Fellazo
for the benefit of its employee.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February
11, 2020
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Fellazo
Inc.
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By:
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/s/
Stephen Markscheid
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Name:
Stephen Markscheid
Title: Interim Chief Executive Officer and Chief Financial Officer
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11
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