FLLC / Fellazo Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

FLLZ / Fellazo Corp / Polar Asset Management Partners Inc. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Fellazo Inc. (Name of Issuer) Ordinary shares, par value $0.0001 (Title of Class of Securities) G3362K112 (CUSIP Number) April 30, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2020 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2020 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Fellazo Inc. Announces Plans for Trust Liquidation and Redemption of Public Shares

Exhibit 99.1 Fellazo Inc. Announces Plans for Trust Liquidation and Redemption of Public Shares NEW YORK, NY, April 8, 2020 – Fellazo Inc. (the “Company”) announced that, in view of the recent determination by the Nasdaq hearing panel to delist the Company’s securities from The Nasdaq Stock Market, the Company does not believe it will be able to consummate an initial business combination within th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2020 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Fellazo Inc. Provides Update on Trading and Trust Account Status

Exhibit 99.1 Fellazo Inc. Provides Update on Trading and Trust Account Status NEW YORK, NY, March 12, 2020 (GLOBE NEWSWIRE) - Fellazo Inc. (the “Company”) provided an update on the Company’s activities since it received the delisting determination of the Nasdaq Hearings Panel (the “Panel”) on March 3, 2020. On March 3, 2020, the Company received a letter from the Panel stating that, following the

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2020 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2020 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Number)

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2020 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Numb

FLLZ / Fellazo Corp / MIZUHO FINANCIAL GROUP INC - SCHEDULE 13G Passive Investment

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fellazo Inc. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3362K112 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

FLLC / Fellazo Inc. SC 14F1 - - SCHEDULE 14F-1

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 Identif

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER FELLAZO INC.

Exhibit 99.1 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER OF FELLAZO INC. The responsibilities and powers of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Fellazo Inc. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Committee takes action, it shall exercise its indepen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2020 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

ARTICLE I

Exhibit 10.1 AGREEMENT This AGREEMENT (this “Agreement”) is made as of this 31st day of January, 2020 by and between TKK Capital Holdings, a Cayman Islands company (“Buyer”), Fellazo Inc., a Cayman Islands company (the “Company”), Swipy Ltd., Nicholas Ting Lun Wong (“Wong”), Jonathan Peng Fai Chong (“Chong”), and Anderson Heng Hee Toh (“Toh”, and together with Wong and Chong, the “Sellers”), and T

FLLC / Fellazo Inc. / Hudson Bay Capital Management LP - FLLC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Fellazo Inc. (Name of Issuer) Ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3362K112 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2020 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

FLLC / Fellazo Inc. / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fellazo Inc. (Name of Issuer) Ordinary shares, par value $0.0001 (Title of Class of Securities) G3362K112 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 6, 2020 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Number

December 23, 2019

Exhibit 16.1 December 23, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: Marcum LLP (“Marcum”, “Firm” or “we”) has read the statements made by Fellazo Inc. (the “Company”), under Item 4.01(a) of its Form 8-K/A, expected to be filed on December 26, 2019. We agree with the statements concerning our Firm in the first, fourth and fifth paragraphs and the

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2019 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Num

Fellazo Inc. Receives Notice from Nasdaq

Exhibit 99.1 Fellazo Inc. Receives Notice from Nasdaq NEW YORK, NY, December 18, 2019 – Fellazo Inc. (the “Company”) announced today that, on December 13, 2019, the Company received a notice from the Listing Qualification Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, based upon its review of the Company’s filings with the Securities and Exchange Commission (“SEC”) and

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2019 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Numb

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2019 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2019 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Numb

Fellazo Inc. Receives Notice from Nasdaq

Exhibit 99.1 Fellazo Inc. Receives Notice from Nasdaq NEW YORK, NY, November 21, 2019 – Fellazo Inc. (the “Company”) announced today that, on November 20, 2019 it received a letter (the “Letter”) from the staff (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq’s continued listing requirements, as set forth in Nasdaq Listing Rule 5250

FLLCU / Fellazo Inc. Unit NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K ☐ Transition Report

RBSM LLP Certified Public Accountants 805 Third Avenue Suite 1430 New York, New York 10022

Exhibit 16.1 RBSM LLP Certified Public Accountants 805 Third Avenue Suite 1430 New York, New York 10022 November 14, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7561 Dear Sir/Madam: We have read Item 4.01 of Fellazo Inc. (the “Company”) Form 8-K dated November 12, 2019, and are in agreement with the statements relating only to RBSM LLP contained therein. We have

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2019 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Numb

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2019 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

Fellazo Inc. Announces the Separate Trading of its Ordinary Shares, Warrants and Rights

Exhibit 99.1 Fellazo Inc. Announces the Separate Trading of its Ordinary Shares, Warrants and Rights NEW YORK, NY, October 30, 2019 – Fellazo Inc. (the “Company”) announced today that, commencing October 31, 2019, holders of the 57,500,000 units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s ordinary shares, warrants and rights included in the u

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2019 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Numbe

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2019 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Num

FLLCU / Fellazo Inc. Unit 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 Commission File Number: 001-33480 Fellazo Inc. (Exact name of registrant as specified in its charter) Jinshan Building East, Unit 1903 568 Jinshan West Road Yong Kang City, Zhejiang Pro

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2019 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Number

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2019 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Number

FELLAZO INC. PRO FORMA BALANCE SHEET

Exhibit 99.1 FELLAZO INC. PRO FORMA BALANCE SHEET As of July 29, 2019 Pro Forma Adjustments As Adjusted ASSETS (Audited) (Unaudited) (Unaudited) Current Assets: Cash $ 751,267 $ - $ 751,267 Cash in trust account 50,000,000 7,500,000 (a) 57,500,000 150,000 (b) (150,000 ) (c) Total Current Assets 50,751,267 7,500,000 58,251,267 TOTAL ASSETS $ 50,751,267 $ 7,500,000 $ 58,251,267 LIABILITIES AND STOCK

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2019 (August 6, 2019) FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commi

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2019 (July 29, 2019) FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commiss

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Fellazo Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of Fellazo Inc. (the “Company”) as of July 29, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fai

WARRANT AGREEMENT

Exhibit 4.1 WARRANT AGREEMENT This Warrant Agreement (this “Agreement”) is made as of July 24, 2019 between Fellazo Inc., a Cayman Islands exempted company, with offices at Jinshan Building East, Unit 1903, 568 Jinshan West Road, Yong Kang City, Zhejiang Province, People’s Republic of China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One

Fellazo Inc. Announces Closing of $50 million Initial Public Offering

Exhibit 99.2 Fellazo Inc. Announces Closing of $50 million Initial Public Offering NEW YORK, July 29, 2019 (GLOBE NEWSWIRE) - Fellazo Inc. (NASDAQ: FLLCU, the “Company”), a company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, announced today the closing of its

[Signature Page Follows]

Exhibit 10.6 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR C

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2019 FELLAZO INC. (Exact name of registrant as specified in its charter) Cayman Islands 001-39002 N/A (State or other jurisdiction of incorporation) (Commission File Number)

5,000,000 Units Fellazo Inc. UNDERWRITING AGREEMENT

Exhibit 1.1 5,000,000 Units Fellazo Inc. UNDERWRITING AGREEMENT July 24, 2019 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Fellazo Inc., a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as

Fellazo Inc. Announces Pricing of $50 Million Initial Public Offering

Exhibit 99.1 Fellazo Inc. Announces Pricing of $50 Million Initial Public Offering NEW YORK, July 24, 2019 (GLOBE NEWSWIRE) - Fellazo Inc. (NASDAQ: FLLCU, the “Company”) announced today that it has priced its initial public offering of 5,000,000 units at $10.00 per unit. The units are expected to be listed on The NASDAQ Capital Market (“NASDAQ”) and trade under the ticker symbol “FLLCU” beginning

SHARE ESCROW AGREEMENT

Exhibit 10.5 SHARE ESCROW AGREEMENT SHARE ESCROW AGREEMENT, dated as of July 24, 2019 (“Agreement”), by and among Fellazo Inc., a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, LLC, a New York limited liab

July 24, 2019

Exhibit 10.3 July 24, 2019 Fellazo Inc. 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 Att: Nicholas Ting Lun Wong, Chief Executive Officer Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Att: Clifford Teller, Executive Managing Director Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Un

INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of July 24, 2019 by and between Fellazo Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-231654 (“Registration Statement”) for its initial publi

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 24, 2019, by and among Fellazo Inc, a Cayman Islands company (the “Company”), Swipy Ltd. (the “Sponsor”), and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2. WHEREAS, the Sponsor currently holds al

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF FELLAZO INC. (ADOPTED BY SPECIAL RESOLUTION DATED 24 JULY 2019) www.verify.gov.ky File#: 343619 THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF FELLAZO INC. (A

FELLAZO INC. 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300

Exhibit 10.4 FELLAZO INC. 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 July 24, 2019 Swipy Ltd. 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 Att: Nicholas Ting Lun Wong Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Fellazo Inc. (the “Company”), on the one hand, and Swipy Ltd (“Sponsor”) on the other

Specimen Warrant Certificate.

Exhibit 4.3 NUMBER (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW WARRANTS FELLAZO INC. CUSIP G3362K 120 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the fiv

RIGHTS AGREEMENT

Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of July 24, 2019 between Fellazo Inc., a Cayman Islands exempted company, with offices at Jinshan Building East, Unit 1903, 568 Jinshan West Road, Yong Kang City, Zhejiang Province, People’s Republic of China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One S

$50,000,000 Fellazo Inc. 5,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-231654 $50,000,000 Fellazo Inc. 5,000,000 Units Fellazo Inc. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesse

FLLZ / Fellazo Corp 8-A12B - - FOR REGISTRATION OF CERTAIN CLASSES

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FELLAZO INC. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Jinshan Building East, Unit 1903 568 Ji

FLLCU / Fellazo Inc. Unit CORRESP - -

July 24, 2019 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Fellazo Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-231654 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of t

FLLCU / Fellazo Inc. Unit CORRESP - -

Fellazo Inc. Jinshan Building East, Unit 1903, 568 Jinshan West Road Yong Kang City, Zhejiang Province People’s Republic of China July 24, 2019 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4561 Attn: David Gessert Re: Fellazo Inc. Registration Statement on Form S-1 Filed May 22, 2019, as amended File No. 333-231654 Dear Mr.

FLLZ / Fellazo Corp S-1/A - - AMENDMENT NO. 3 TO REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on July 17, 2019 Registration No. 333-231654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fellazo Inc. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 4.5 WARRANT AGREEMENT This Warrant Agreement (this “Agreement”) is made as of _, 2019 between Fellazo Inc., a Cayman Islands exempted company, with offices at Jinshan Building East, Unit 1903, 568 Jinshan West Road, Yong Kang City, Zhejiang Province, People’s Republic of China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State

Form of Letter Agreement among the Registrant, and each of the initial shareholders, anchor investors, directors and officers of the Registrant (incorporated by reference to Exhibit 10.1 filed with the Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-235949), filed with the Securities and Exchange Commission on February 6, 2020).

Exhibit 10.2 [ ], 2019 Fellazo Inc. 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 Att: Nicholas Ting Lun Wong, Chief Executive Officer Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Att: Clifford Teller, Executive Managing Director Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underw

Specimen Right Certificate.*

Exhibit 4.4 NUMBER RIGHTS FLLCR FELLAZO INC. A CAYMAN ISLANDS COMPANY RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G3362K 146 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the “Right”) to receive one-tenth of one ordinary share, par value $0.0001 per share (“Ordinary Share”), of Fellazo Inc. (the “Company”) for each Right evidenced by this Rights Certifi

Form of Underwriting Agreement.*

Exhibit 1.1 5,000,000 Units Fellazo Inc. UNDERWRITING AGREEMENT [●], 2019 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Fellazo Inc., a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the

Private Placement Units Purchase Agreement between the Registrant and Swipy Ltd.*

EX-10.6 11 fs12019a2ex10-6fellazo.htm PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND SWIPY LTD Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2019, by and between Fellazo Inc., a Cayman Islands exempted company (the “Company”), having its principal place of business at 568 Jinshan West Road, Yong Kang City

Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Registrant. (incorporated by reference to Exhibit 10.3 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).

EX-10.3 9 fs12019a2ex10-3fellazo.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2019 by and between Fellazo Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability tru

Form of Escrow Agreement by and among Continental Stock Transfer & Trust Company, the officers and directors of the Registrant and Swipy Ltd.*

Exhibit 10.10 SHARE ESCROW AGREEMENT SHARE ESCROW AGREEMENT, dated as of , 2019 (“Agreement”), by and among Fellazo Inc., a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, LLC, a New York limited liability

Form of Registration Rights Agreement between the Registrant and certain security holders.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2019, by and among Fellazo Inc, a Cayman Islands company (the “Company”), Swipy Ltd. (the “Sponsor”), and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2. WHEREAS, the Sponsor currently holds all of

Form of Unit Purchase Option between the Registrant and Maxim Group LLC.*

Exhibit 10.9 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR C

Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant. (incorporated by reference to Exhibit 4.5 filed with the Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on January 30, 2020).

Exhibit 4.5 WARRANT AGREEMENT This Warrant Agreement (this “Agreement”) is made as of , 2019 between Fellazo Inc., a Cayman Islands exempted company, with offices at Jinshan Building East, Unit 1903, 568 Jinshan West Road, Yong Kang City, Zhejiang Province, People’s Republic of China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State

FLLZ / Fellazo Corp S-1/A - - AMENDMENT NO. 2 TO FORM S-1

As filed with the U.S. Securities and Exchange Commission on July 12, 2019 Registration No. 333-231654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fellazo Inc. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or

Form of Rights Agreement between American Stock Transfer & Trust Company, LLC and the Registrant. (incorporated by reference to Exhibit 4.6 filed with the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-232432), filed with the Securities and Exchange Commission on December 24, 2019).

Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of , 2019 between Fellazo Inc., a Cayman Islands exempted company, with offices at Jinshan Building East, Unit 1903, 568 Jinshan West Road, Yong Kang City, Zhejiang Province, People’s Republic of China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State St

FLLZ / Fellazo Corp S-1/A - - AMENDMENT NO. 1 TO FORM S-1

As filed with the U.S. Securities and Exchange Commission on July 3, 2019 Registration No. 333-231654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fellazo Inc. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or o

FLLCU / Fellazo Inc. Unit CORRESP - -

Fellazo Inc. Jinshan Building East, Unit 1903 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 Division of Corporation Finance Office of Financial Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: David Gessert June 6, 2019 Re: Re: Fellazo Inc. Registration Statement on Form S-1 Filed May 22, 2019 File No. 333-231654 Dear Mr. Gessert:

Form of Unit Purchase Option between the Registrant and Maxim Group LLC.*

Exhibit 10.9 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR C

Specimen Unit Certificate.*

EX-4.1 5 fs12019ex4-1fellazoinc.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS FELLAZO INC. CUSIP G3362K 104 UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) ordinary share, $0.0001 par value per share, of FELLAZO INC., a Cayman Islands exempted company (the “Compa

Consent of Ping Zhang.*

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Fellazo Inc., of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fellazo Inc., in the Reg

Form of Letter Agreement among the Registrant and its officers, directors and Swipy Ltd.*

Exhibit 10.2 [ ], 2019 Fellazo Inc. 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 Att: Nicholas Ting Lun Wong, Chief Executive Officer Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Att: Clifford Teller, Executive Managing Director Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underw

Consent of Chin Yong Tan.*

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Fellazo Inc., of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fellazo Inc., in the Reg

FLLZ / Fellazo Corp S-1 - Registration Statement - REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on May 21, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fellazo Inc. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Sta

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2019 by and between Fellazo Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333- (“Registration Statement”) for its initial public offering of

Form of Administrative Services Agreement, by and between the Registrant and our sponsor.*

Exhibit 10.8 FELLAZO INC. 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 [ ], 2019 Swipy Ltd. [568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 Att: [ ] ] Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Fellazo Inc. (the “Company”), on the one hand, and Swipy Ltd (“Sponsor”) on the other hand, dated as of t

Form of Escrow Agreement by and among Continental Stock Transfer & Trust Company, the officers and directors of the Registrant and Swipy Ltd.

Exhibit 10.10 SHARE ESCROW AGREEMENT SHARE ESCROW AGREEMENT, dated as of , 2019 (“Agreement”), by and among Fellazo Inc., a Cayman Islands exempted company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, LLC, a New York limited liability

Fellazo Inc. Jinshan Building East, Unit 1903 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 March 29, 2019

Exhibit 10.5 Fellazo Inc. Jinshan Building East, Unit 1903 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 March 29, 2019 Swipy Ltd PO Box 309 Ugland House Grand Cayman KY1-1104, Cayman Islands RE: Securities Subscription Agreement Ladies and Gentlemen: Fellazo Inc., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Swipy Ltd, a Cayman Islands

Form of Underwriting Agreement.*

Exhibit 1.1 5,000,000 Units Fellazo Inc. UNDERWRITING AGREEMENT [●], 2019 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Fellazo Inc., a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the

Memorandum and Articles of Association. (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-235949), filed with the Securities and Exchange Commission on January 17, 2020).

Exhibit 3.1 THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF FELLAZO INC. (ADOPTED BY SPECIAL RESOLUTION DATED 29 MARCH 2019) www.verify.gov.ky File#: 343619 Filed: 01-Apr-2019 16:32 EST Auth Code: K69137531147 THE COMPANIES LAW (2018 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND

Private Placement Units Purchase Agreement between the Registrant and Swipy Ltd.*

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2019, by and between Fellazo Inc., a Cayman Islands exempted company (the “Company”), having its principal place of business at 568 Jinshan West Road, Yong Kang City, Zhejiang Province, People’s Republic of China 321300, and Swipy Ltd, a Cayman Islands exempted company (the “Purchas

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.4 8 fs12019ex4-4fellazoinc.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (this “Agreement”) is made as of , 2019 between Fellazo Inc., a Cayman Islands exempted company, with offices at Jinshan Building East, Unit 1903, 568 Jinshan West Road, Yong Kang City, Zhejiang Province, People’s R

Consent of Lijun Yu.*

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Fellazo Inc., of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fellazo Inc., in the Reg

Specimen Ordinary Share Certificate.*

Exhibit 4.2 NUMBER SHARES C FELLAZO INC. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP G3362K 112 is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF $0.0001 PAR VALUE OF FELLAZO INC. transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate prop

Form of Registration Rights Agreement between the Registrant and certain security holders.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May [ ], 2019, by and among Fellazo Inc, a Cayman Islands company (the “Company”), Swipy Ltd. (the “Sponsor”), and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2. WHEREAS, the Sponsor currently holds al

Form of Audit Committee Charter.*

Exhibit 99.1 FELLAZO INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Fellazo Inc. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ● Performing the Board’s oversight responsibilities as they relate to the Company’s accounting polici

Form of Compensation Committee Charter.*

Exhibit 99.2 FELLAZO INC. COMPENSATION COMMITTEE CHARTER The following Compensation Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Fellazo Inc., a Cayman Islands exempted company (the “Company”). 1. Members. The Board shall appoint the members of the Compensation Committee (the “Committee”). The Committee shall be comprised of at least two directors of the

Form of Indemnity Agreement.*

Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [ ], 2019. Between: (1) FELLAZO INC., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) (“Indemnitee”). Whereas: (A) Highly competent persons have become more reluctant

Form of Code of Ethics.*

Exhibit 14 FORM OF CODE OF ETHICS AND BUSINESS CONDUCT OF FELLAZO INC. 1. Introduction The Board of Directors (the “Board”) of Fellazo Inc. (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) to: ● promote hone

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Consent of Tiong Ming Tan.*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Fellazo Inc., of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Fellazo Inc., in the Reg

Specimen Warrant Certificate.*

Exhibit 4.3 NUMBER (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW WARRANTS FELLAZO INC. CUSIP G3362K 120 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the fiv

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES LAW (2018 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Fellazo Inc. (adopted by special resolution dated [Date] 2019) THE COMPANIES LAW (2018 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Fellazo Inc. (adopted by special resolution date

FLLCU / Fellazo Inc. Unit CORRESP - -

Fellazo Inc. Jinshan Building East, Unit 1903 568 Jinshan West Road Yong Kang City, Zhejiang Province, China 321300 Division of Corporation Finance Office of Financial Services U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: David Gessert May 21, 2019 Re: Fellazo Inc. Draft Registration Statement on Form S-1 Submitted April 2, 2019 CIK No. 0001771928 Dear Mr. Ge

FLLZ / Fellazo Corp DRS - -

This is a confidential draft submission to the U.S. Securities and Exchange Commission on April 2, 2019 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fellazo Inc. (Exact name of registrant as specified in its charter)