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Notification Filed by a National Securities Exchange to Report the Removal From Listing and Registration of Matured , Redeemed or Retired Securities (25) December 06 2021 - 12:58PM Edgar (US Regulatory)
OMB APPROVAL UNITED STATES OMB Number: 3235-0080 SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 2024 Washington, D. C. 20549 Estimated average burden hours per response 1.00
FORM 25
NOTIFICATION OF REMOVAL FROM LISTING AND/OR
REGISTRATION UNDER SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-39226
Issuer: YUNHONG INTERNATIONAL
Exchange: NASDAQ Stock Market LLC
(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)
4 – 19/F, 126 Zhong Bei,
Wuchang District, Wuhan, China
+86 131 4555 5555
(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)
Units, each consisting of one Class A ordinary share, one-half of one redeemable warrant and one right
Class A Ordinary Shares, par value $0.001 per share
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Rights, each right entitling the holder thereof to receive one-tenth of one Class A ordinary share
(Description of class of securities)
Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:
¨ 17 CFR 240.l2d2-2(a)(1)
¨ 17 CFR 240.12d2-2(a)(2)
¨ 17 CFR 240.l2d2-2(a)(3)
¨ 17 CFR 240.l2d2-2(a)(4)
¨ Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange.
x Pursuant to 17 CFR 240.l2d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.1
Pursuant to the requirements of the Securities Exchange Act of 1934, YUNHONG INTERNATIONAL certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.
December 6, 2021 By: /s/ Patrick Orlando Chief Executive Officer Date Name Title
1 Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Trump Moneyman Patrick Orlando’s Wuhan SPAC Plans to Liquidate
Gillian Tan and David Scheer Fri, November 19, 2021, 5:26 PM
(Bloomberg) -- Patrick Orlando, whose status as an operator of blank-check firms skyrocketed last month when he reached a deal to bankroll former President Donald Trump’s media company, is scrapping one of his earlier ventures for hunting such transactions.
Orlando’s special purpose acquisition company Yunhong International Co. plans to dissolve and liquidate, redeeming public shares at $10.31 apiece, according to a regulatory filing Friday. Yunhong, based in Wuhan, China, cited its “inability to consummate an initial business combination” before a deadline specified in the company’s bylaws.
Orlando is chief executive officer of Yunhong, as well as another SPAC, Miami-based Digital World Acquisition Corp. That venture turned heads on both Wall Street and in the political realm in October when news emerged that Trump planned to launch a new media empire and take it public by merging it with the SPAC. Digital World’s stock soared as much as 1,600% in less than two days -- long before Trump’s app was even available for download.
SPACs, which raise money through an initial public offering and then hunt for a business to buy, typically must find a target within two years of the IPO. Unless managers and shareholders agree to extend the deadline, the vehicles return the cash raised.
Hundreds of SPACs, which have surged to unprecedented levels beginning in 2020, could soon be facing deadlines for completing mergers.
Orlando is also the CEO of Benessere Capital Acquisition Corp., another SPAC based in Miami.
Current Report Filing (8-k) November 19 2021 - 05:24PM Edgar (US Regulatory)
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 18, 2021
YUNHONG INTERNATIONAL
(Exact name of registrant as specified in its charter)
Cayman Islands 001-39226 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
4 - 19/F, 126 Zhong Bei,
Wuchang District, Wuhan, China
People’s Republic of China
430061
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +86 131 4555 5555
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
Name of each exchange on which registered Units, each consisting of one Class A Ordinary Share, one-half of one Warrant and one Right ZGYHU The NASDAQ Stock Market LLC Class A Ordinary Shares, par value $0.001 per share ZGYH The NASDAQ Stock Market LLC Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share ZGYHW The NASDAQ Stock Market LLC Rights, each exchangeable into one-tenth of one Class A Ordinary Share ZGYHR The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 18, 2021, Yunhong International (the “Company”) held an extraordinary general meeting of shareholders (the “Extension Meeting”) to approve an amendment to the Company’s third amended and restated articles of incorporation (the “Memorandum and Articles of Association”) to extend the date by which the Company has to consummate a business combination from November 18, 2021 to up to May 18, 2022 (if the Company’s sponsor chooses to extend the period of time to consummate a business combination by depositing into the trust account of the Company (the “Trust Account”) an amount of $0.10 for each Public Share (as defined below) that are not redeemed for each three months extension) (the “Extension Amendment Proposal”). There were 7,219,500 Class A ordinary shares of the Company and 1,725,000 issued and outstanding Class B ordinary shares issued and outstanding on October 20, 2021, the record date for the Extension Meeting. At the Extension Meeting, there were 5,088,980 shares present by proxy, representing approximately 56.90% of the total shares outstanding as of the record date, which constituted a quorum.
The final voting results for the Extension Amendment Proposal were as follows:
For Against Abstain Broker Non-Votes 5,088,980 0 0 0
Shareholders holding 1,091,949 Public Shares of the Company’s exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account for approximately $11.26 million (approximately $10.31 per share).
Item 8.01 Other Events.
On November 18, 2021, the Company’s sponsor notified the Company that it will not make additional contributions to the Company’s Trust Account. Accordingly, there will be no contribution of $0.10 per Public Share for the extension period commencing on November 18, 2021 or any subsequent extension period. Due to the Company’s inability to consummate an initial business combination within the time period required by its Memorandum and Articles of Association, it intends to dissolve and liquidate in accordance with the Memorandum and Articles of Association and will redeem all of its outstanding Class A ordinary shares that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.31.
As of the close of business on November 24, 2021, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.
In order to provide for the disbursement of funds from the Trust Account, the Company has instructed the trustee of the Trust Account to take all necessary actions to immediately liquidate the Trust Account. The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Holders of Public Shares may redeem their shares for their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to American Stock Transfer & Trust Company, LLC, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares will be completed within ten (10) business days after November 18, 2021.
The Company’s initial shareholders have waived their redemption rights with respect to the outstanding ordinary shares issued prior to the Company’s initial public offering or in a private placement in connection with the closing of the Company’s initial public offering.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants and rights, which will expire worthless.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Yunhong International
By: /s/ Patrick Orlando Name: Patrick Orland Title: Chief Executive Officer
Amended Statement of Ownership (sc 13g/a) November 08 2021 - 03:58PM Edgar (US Regulatory)
FORM SC 13G/A
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
Yunhong International
(Name of Issuer)
Class A Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)
G98882106
(CUSIP Number)
October 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
ý Rule 13d-1(b) ¨ Rule 13d-1(c) ¨ Rule 13d-1(d)
(Page 1 of 7 Pages)
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 NAME OF REPORTING PERSON
Hudson Bay Capital Management LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
413,703 Class A Ordinary Shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
413,703 Class A Ordinary Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,703 Class A Ordinary Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.73%
12 TYPE OF REPORTING PERSON
PN
1 NAME OF REPORTING PERSON
Sander Gerber
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
413,703 Class A Ordinary Shares
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
413,703 Class A Ordinary Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,703 Class A Ordinary Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.73%
12 TYPE OF REPORTING PERSON
IN
Item 1(a). NAME OF ISSUER:
The name of the issuer is Yunhong International, a Cayman Islands exempted company (the "Company").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Company's principal executive offices are located at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China, People’s Republic of China 430061.
Item 2(a). NAME OF PERSON FILING:
This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the business office of each of the Reporting Persons is 28 Havemeyer Place, 2nd Floor, Greenwich, Connecticut 06830.
Item 2(c). CITIZENSHIP:
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
Item 2(d). TITLE OF CLASS OF SECURITIES:
Class A Ordinary Shares, par value $0.001 per share (the "Class A Ordinary Shares").
Item 2(e). CUSIP NUMBER:
G98882106
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) ý Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) ¨ Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) ý Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:
Item 4. OWNERSHIP
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the Securities and Exchange Commission on October 27, 2021, discloses that the total number of outstanding Class A Ordinary Shares as of October 27, 2021 was 7,219,500. The percentage set forth on row (11) of the cover page for each Reporting Person are based on the Company's total number of outstanding Class A Ordinary Shares.
The Investment Manager serves as the investment manager to Hudson Bay Master Fund Ltd. HB Strategies LLC, in whose name the securities reported herein are held, is indirectly controlled by Hudson Bay Master Fund Ltd. As such, the Investment Manager may be deemed to be the beneficial owner of all securities held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 4.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Proxy Statement (definitive) (def 14a) November 05 2021 - 04:06PM Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under §240.14a-12
YUNHONG INTERNATIONAL (Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
LETTER TO SHAREHOLDERS OF YUNHONG INTERNATIONAL
4 – 19/F, 126 ZHONG BEI
WUCHANG DISTRICT, WUHAN, CHINA 430061
TO BE HELD ON November 18, 2021
Dear Yunhong International Shareholder:
You are cordially invited to attend an extraordinary general meeting of Yunhong International, a Cayman Islands exempted company (“Yunhong”), which will be held on November 18, 2021, at 10:00 a.m., Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061 (the “Special Meeting”).
The attached Notice of the Special Meeting and proxy statement describe the business Yunhong will conduct at the Special Meeting (unless Yunhong determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement) and provide information about Yunhong that you should consider when you vote your shares. As set forth in the attached proxy statement, the Special Meeting will be held for the purpose of considering and voting on the following proposal:
1. Proposal No. 1 – Extension Amendment Proposal – To amend, by way of special resolution, Yunhong’s amended and restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”) to extend the date by which Yunhong has to consummate a business combination (the “Extension”) from November 18, 2021 to May 18, 2022 (if Yunhong Sponsor (as defined below) chooses to extend the period of time to consummate a Business Combination (as defined below) by the full amount of time) as described herein (such date or earlier date, as applicable, the “Extended Date”) (the “Extension Amendment Proposal”).
2
The Extension Amendment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully the proposal in the accompanying proxy statement before you vote.
The purpose of the Extension Amendment Proposal is to allow Yunhong additional time to complete an initial business combination (the “Business Combination”).
The Second Amended and Restated Memorandum of Association and the Third Amended and Restated Articles of Association (the “Memorandum and Articles of Association”) provide that Yunhong has until November 18, 2021 (after extension) to complete its initial business combination (the “Termination Date”). Yunhong’s board of directors (the “Board”) has determined that it is in the best interests of Yunhong to seek an extension of the Termination Date and have Yunhong’s shareholders approve the Extension Amendment Proposal to allow for a short period of additional time to consummate the Business Combination. Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be precluded from completing the Business Combination and would be forced to liquidate.
If the Extension Amendment Proposal is approved, LF International Pte. Ltd. (“Yunhong Sponsor”) or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.
3
As contemplated by the Memorandum and Articles of Association, the holders of Yunhong’s Class A ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Yunhong’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account established to hold a portion of the proceeds of the initial public offering (the “initial public offering”) and the concurrent sale of the private placement warrants (the “Trust Account”), if the Extension is implemented (the “Redemption”).
On the Record Date (defined below), the redemption price per share was approximately $10.31 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $71,155,633.79 as of the Record Date (including interest not previously released to Yunhong to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on the Record Date was $10.28. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.03 more per share than if the shares were sold in the open market. Yunhong cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Yunhong believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Yunhong does not complete the Business Combination on or before the Termination Date.
If the Extension Amendment Proposal is not approved, and the Business Combination is not completed on or before the Termination Date, November 18, 2021, as contemplated by and in accordance with the Memorandum and Articles of Association, Yunhong will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Yunhong’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Yunhong’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Yunhong’s obligations under the Cayman Islands law, as amended from time to time, to provide for claims of creditors and other requirements of applicable law.
Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Class A Ordinary Shares and Class B ordinary shares, par value $0.001 per share (the “Class B Ordinary Shares” and collectively with Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.
4
The Board has fixed the close of business on October 20, 2021 (the “Record Date”) as the date for determining Yunhong’s shareholders entitled to receive notice of and vote at the Special Meeting. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting.
Yunhong believes that it is in the best interests of Yunhong’s shareholders that Yunhong obtain the Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal is in the best interests of Yunhong and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such proposal.
Enclosed is the proxy statement containing detailed information about the Special Meeting and the Extension Amendment Proposal. Whether or not you plan to attend the Special Meeting, Yunhong urges you to read this material carefully and vote your shares.
By Order of the Board of Directors of Yunhong International
Patrick Orlando Chief Executive Officer November 5, 2021
Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Special Meeting. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Accordingly, if you fail to vote by proxy or to vote yourself at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.
Statement of Changes in Beneficial Ownership (4) October 26 2021 - 05:21PM Edgar (US Regulatory)
FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person * Hudson Bay Capital Management LP 2. Issuer Name and Ticker or Trading Symbol Yunhong International [ ZGYH ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 777 THIRD AVE., 30TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YYYY) 10/22/2021 (Street) NEW YORK, NY 10017 (City) (State) (Zip) 4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares, par value $0.001 per share 10/22/2021 S 200000 D $10.98 (1) 700000 I See footnote (2)
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivate Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Explanation of Responses: (1) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.50 to $11.49, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. (2) The securities are held by HB Strategies LLC (the "Fund"), which is indirectly controlled by Hudson Bay Master Fund Ltd (the "Master Fund"). Hudson Bay Capital Management LP (the "Investment Manager") serves as the investment manager of the Master Fund. As such, the Investment Manager may be deemed to have beneficial ownership of the securities held by the Fund. As the managing member of the general partner of Hudson Bay Capital Management LP, Mr. Sander Gerber may be deemed to have beneficial ownership of the securities held by the Fund. Each Reporting Person disclaims beneficial ownership of the securities held by the Fund, except to the extent of its or his pecuniary interest therein. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hudson Bay Capital Management LP 777 THIRD AVE., 30TH FLOOR NEW YORK, NY 10017 X
Gerber Sander C/O HUDSON BAY CAPITAL MANAGEMENT, L.P. 777 THIRD AVENUE, 30TH FLOOR NEW YORK, NY 10017 X
Signatures Hudson Bay Capital Management LP, By: /s/ Sander Gerber, Authorized Signatory 10/26/2021 **Signature of Reporting Person Date /s/ Sander Gerber 10/26/2021 **Signature of Reporting Person Date
Proxy Statement - Notice of Shareholders Meeting (preliminary) (pre 14a) October 26 2021 - 04:17PM Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
x Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under §240.14a-12
YUNHONG INTERNATIONAL (Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
PRELIMINARY PROXY MATERIALS SUBJECT TO COMPLETION
LETTER TO SHAREHOLDERS OF YUNHONG INTERNATIONAL
4 – 19/F, 126 ZHONG BEI
WUCHANG DISTRICT, WUHAN, CHINA 430061 TO BE HELD ON November 18, 2021
Dear Yunhong International Shareholder:
You are cordially invited to attend an extraordinary general meeting of Yunhong International, a Cayman Islands exempted company (“Yunhong”), which will be held on November 18, 2021, at 10:00 a.m., Eastern Time at 4 – 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061 (the “Special Meeting”).
The attached Notice of the Special Meeting and proxy statement describe the business Yunhong will conduct at the Special Meeting (unless Yunhong determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement) and provide information about Yunhong that you should consider when you vote your shares. As set forth in the attached proxy statement, the Special Meeting will be held for the purpose of considering and voting on the following proposal:
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1. Proposal No. 1 – Extension Amendment Proposal – To amend, by way of special resolution, Yunhong’s amended and restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”) to extend the date by which Yunhong has to consummate a business combination (the “Extension”) from November 18, 2021 to May 18, 2022 (if Yunhong Sponsor (as defined below) chooses to extend the period of time to consummate a Business Combination (as defined below) by the full amount of time) as described herein (such date or earlier date, as applicable, the “Extended Date”) (the “Extension Amendment Proposal”).
The Extension Amendment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully the proposal in the accompanying proxy statement before you vote.
The purpose of the Extension Amendment Proposal is to allow Yunhong additional time to complete an initial business combination (the “Business Combination”).
The Second Amended and Restated Memorandum of Association and the Third Amended and Restated Articles of Association (the “Memorandum and Articles of Association”) provide that Yunhong has until November 18, 2021 (after extension) to complete its initial business combination (the “Termination Date”). Yunhong’s board of directors (the “Board”) has determined that it is in the best interests of Yunhong to seek an extension of the Termination Date and have Yunhong’s shareholders approve the Extension Amendment Proposal to allow for a short period of additional time to consummate the Business Combination. Without the Extension, Yunhong believes that Yunhong will not be able to complete the Business Combination on or before the Termination Date. If that were to occur, Yunhong would be precluded from completing the Business Combination and would be forced to liquidate.
If the Extension Amendment Proposal is approved, LF International Pte. Ltd. (“Yunhong Sponsor”) or its designees has agreed to contribute to Yunhong as a loan $0.10 for each Public Share that is not redeemed in connection with the Special Meeting for each subsequent three-month period commencing on November 18, 2021, and on or prior to each Extended Date until May 18, 2022, or portion thereof, that is needed by Yunhong to complete an initial Business Combination from November 18, 2021 until the Extended Date (the “Contributions”). For example, if Yunhong takes until February 18, 2022 to complete its Business Combination, which would represent three calendar months, Yunhong Sponsor or its designees would make an aggregate maximum Contribution of approximately $0.10 per share. Assuming the Extension Amendment Proposal is approved, such Contribution will be deposited in the trust account promptly following the special meeting. Any additional Contribution will be deposited in the trust account by May 18, 2022. Accordingly, if the Extension Amendment Proposal is approved and the Extension is implemented and Yunhong takes the full time through May 18, 2022 to complete the initial Business Combination, the redemption amount per share at the meeting for such Business Combination or Yunhong’s subsequent liquidation will be approximately $10.51 per share, in comparison to the current redemption amount of $10.31 per share (assuming no Public Shares were redeemed). The Contributions are conditioned upon the implementation of the Extension Amendment Proposal. The Contributions will not occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by Yunhong to Yunhong Sponsor or its designees upon consummation of an initial Business Combination. If Yunhong Sponsor or its designees advises Yunhong that it does not intend to make the Contributions, then the Extension Amendment Proposal will not be put before the shareholders at the Special Meeting and Yunhong will dissolve and liquidate in accordance with the Memorandum and Articles of Association. Yunhong Sponsor or its designees will have the sole discretion whether to continue extending for an additional period until the Extended Date and if Yunhong Sponsor determines not to continue extending for an additional period, its obligation to make Additional Contributions will terminate. Yunhong cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $71,155,633.79 that was in the Trust Account as of the Record Date.
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As contemplated by the Memorandum and Articles of Association, the holders of Yunhong’s Class A ordinary shares, par value $0.001 per share (the “Class A Ordinary Shares”), issued as part of the units sold in Yunhong’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account established to hold a portion of the proceeds of the initial public offering (the “initial public offering”) and the concurrent sale of the private placement warrants (the “Trust Account”), if the Extension is implemented (the “Redemption”).
On the Record Date (defined below), the redemption price per share was approximately $10.31 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $71,155,633.79 as of the Record Date (including interest not previously released to Yunhong to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Capital Market on the Record Date was $10.28. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.03 more per share than if the shares were sold in the open market. Yunhong cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Yunhong believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Yunhong does not complete the Business Combination on or before the Termination Date.
If the Extension Amendment Proposal is not approved, and the Business Combination is not completed on or before the Termination Date, November 18, 2021, as contemplated by and in accordance with the Memorandum and Articles of Association, Yunhong will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Yunhong’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Yunhong’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Yunhong’s obligations under the Cayman Islands law, as amended from time to time, to provide for claims of creditors and other requirements of applicable law.
Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Class A Ordinary Shares and Class B ordinary shares, par value $0.001 per share (the “Class B Ordinary Shares” and collectively with Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.
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The Board has fixed the close of business on October 20, 2021 (the “Record Date”) as the date for determining Yunhong’s shareholders entitled to receive notice of and vote at the Special Meeting. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting.
Yunhong believes that it is in the best interests of Yunhong’s shareholders that Yunhong obtain the Extension if needed. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal is in the best interests of Yunhong and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such proposal.
Enclosed is the proxy statement containing detailed information about the Special Meeting and the Extension Amendment Proposal. Whether or not you plan to attend the Special Meeting, Yunhong urges you to read this material carefully and vote your shares.
By Order of the Board of Directors of Yunhong International
Patrick Orlando
Chief Executive Officer
October 26, 2021
Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Special Meeting. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two thirds (2/3) majority of the Ordinary Shares voting as a single class, who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Accordingly, if you fail to vote by proxy or to vote yourself at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.
Who is Wuhan-Linked Patrick Orlando, the Man Taking Donald Trump’s Media Company Public?
Thu, October 21, 2021, 2:27 PM In this article:
By Jarrett Banks and John Jannarone
Former President Donald Trump grabbed the attention of Wall Street Thursday after a brief announcement that his new media venture is going public, sending billions of dollars in and out of a SPAC called Digital World Acquisition Corp. (ticker: DWAC), which rose 356% on a volume of nearly half a billion shares – clearly a record for DWAC which had been sleepy until announcing the merger.
But while most attention has been on Mr. Trump and Trump Media and Technology Group, of which he is Chairman, little is known about the SPAC that has teamed up with him or the man at its helm.
Meet Patrick Orlando, the CEO of Digital World (which raised $300 million earlier this year and has a little less on hand) as well as two other SPACs. According to filings searched using Sentieo, an AI-enabled research platform, Mr. Orlando is the CEO of Benessere Capital Acquisition Corp. (ticker: BENE), which is based in Miami as well as CEO of of Benessere Capital, LLC, an investment consulting and investment banking firm he founded in Miami in October 2012. Bloomberg recently reported Benessere is near a deal with Florida-based hydrogen fuel firm ECombustible, but it hasn’t been formally announced.
Perhaps more interesting is Mr. Orlando’s role as CEO of Yunhong International (ticker: ZGYH), another SPAC where he is CEO. Yunhong International is located in an office building in Wuhan, China, according to SEC filings. That same address is shared by Yunhong Group, which sells an array of supplements such as “Natural Brain Booster Capsule” and “Bitter Gourd Peptides”.
Of course, it is common for SPAC specialists to oversee several vehicles at one time, though some argue it creates a conflict if they are hunting the same targets. But with Mr. Orlando’s background in such an unusual locale as Wuhan, it remains a mystery how me matched up with Mr. Trump.
Mr. Orlando also earned two degrees from MIT and previously was Vice President of Sucro Can International LLC, a sugar processing company, where he focused on compliance, finance, and processing technology, according to SEC filings.
Mr. Orlando didn’t reply to the gmail address listed on his Bloomberg profile or answer calls to a Miami number listed as his business phone.
Yunhong International Announces Termination of Share Exchange Agreement
NEW YORK, NY / ACCESSWIRE / September 14, 2021 / Yunhong International (NASDAQ:ZGYH) (the "Company") today announced that on September 8, 2021, the Company received a written notice from Giga Carbon Neutrality Inc. (f/k/a Giga Energy Inc.), a corporation formed under the laws of the Province of British Columbia, Canada ("GCN"), terminating the share exchange agreement, dated as of May 14, 2021 (the "Share Exchange Agreement"), entered into by and among the Company, GCN and the other parties identified therein, pursuant to which the Company agreed to purchase from the shareholders of GCN all of the issued and outstanding shares of GCN in exchange for newly issued ordinary shares of the Company, subject to the terms and conditions set forth in the Share Exchange Agreement (the "Business Combination"), because the Business Combination had not been consummated by July 30, 2021.
About Yunhong International
Yunhong International is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Although it is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, the Company believes it is particularly well-positioned to capitalize on growing opportunities created by consumer/lifestyle businesses that have their primary operations in Asia.
No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Contact:
Patrick Orlando Yunhong International 19/f decheng center 124 zhongbei road Wuhan-hubei f4 430000 Telephone: +86 131 4555 5555
Yunhong International Confirms Funding to Extend Period of Time to Consummate Initial Business Combination
NEW YORK, NY / ACCESSWIRE / August 17, 2021 / Yunhong International (NASDAQ:ZGYH) (the "Company" or "Yunhong") today announced that an aggregate amount of $690,000 has been deposited into the Company's trust account for its public shareholders (the "Trust Account"), representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months to November 18, 2021.
On May 14, 2021, the Company executed a definitive Share Exchange Agreement (the "Share Exchange Agreement") with Giga Carbon Neutrality Inc. (f/k/a Giga Energy Inc.) ("GCN"), a company that plans to market both hydrogen fuel cell and advanced battery industrial and commercial transportation products to address the world's biggest energy challenges, the shareholders of GCN and the other parties identified therein, pursuant to which the Company will purchase from the shareholders of GCN all of the issued and outstanding shares and any other equity interests in or of GCN in exchange for newly issued Class A ordinary shares of the Company, subject to the terms and conditions set forth in the Share Exchange Agreement (the "Business Combination"), after which GCN will become a wholly-owned subsidiary of the Company and the Company will rename itself as Giga Carbon Neutrality Ltd."
About Yunhong International Yunhong International is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Although it is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, the Company believes it is particularly well-positioned to capitalize on growing opportunities created by consumer/lifestyle businesses that have their primary operations in Asia.
Forward-Looking Statements This press release may contain forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve risks and uncertainties concerning the Company's proposed Business Combination with GCN, GCN's expected financial performance, as well as its strategic and operational plans. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties. These risks and uncertainties may cause actual results or outcomes to differ materially from those indicated by such forward looking-statements. These risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that may give rise to the termination of the Share Exchange Agreement; (2) the outcome of any legal proceedings that may be instituted against the Company, GCN or others following announcement of the Share Exchange Agreement and the transactions contemplated therein; (3) the inability to complete the transactions contemplated by the Share Exchange Agreement due to the failure to obtain approval of the shareholders of the Company; (4) the inability to complete the transactions contemplated by the Share Exchange Agreement due to the failure to obtain consents and approvals of GCN's shareholders and investors; (5) potential delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Share Exchange Agreement; (6) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (7) the inability to recognize the anticipated benefits of the Business Combination; (8) the ability to obtain or maintain the listing of Company's securities on The Nasdaq Stock Market, following the Business Combination, including, but not limited to having the requisite number of shareholders; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that GCN may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission by the Company or GCN. The Company undertakes no obligation to update or revise the forward looking statements, whether as a result of new information, future events or otherwise.
Additional Information About The Business Combination And Where To Find It The Company intends to file with the SEC disclosure documents (the "Securities Law Disclosure Documents") in connection with the proposed business combination and other matters and will mail relevant documents to its shareholders in connection therewith. The Company's shareholders and other interested persons are advised to read, once available, the Securities Law Disclosure Documents and any amendments thereto. The Company's shareholders may also obtain a copy of the Securities Law Disclosure Documents once available, as well as other documents filed with the SEC by the Company, without charge, at the SEC's website located at www.sec.gov or by directing a request to: Yunhong International, 4 - 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
No Offer or Solicitation This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Contact: Patrick Orlando Yunhong international 19/f decheng center 124 zhongbei road Wuhan-hubei f4 430000 M: +1 (305) 924-1513
Yunhong International and Giga Energy Inc. Announce Execution of Definitive Share Exchange Agreement With a Potential Value Up to Approximately $7.354 Billion
NEW YORK, NY / ACCESSWIRE / May 17, 2021 / Yunhong International (NASDAQ:ZGYH) (the "Company" or "Yunhong"), a special purpose acquisition company, and Giga Energy Inc. (f/k/a Ares Motor Works, Inc.) ("Giga Energy"), a company that plans to provide industrial and commercial transportation solutions, today announced the execution of a definitive share exchange agreement (the "Exchange Agreement"), pursuant to which Giga Energy will be acquired by Yunhong and Giga Energy will be the surviving business. The potential maximum value of this transaction is approximately $7.354 billion. Pursuant to the Exchange Agreement, the Company will purchase from the shareholders of Giga Energy all of the issued and outstanding shares and any other equity interests in or of Giga Energy in exchange for newly issued ordinary shares of the Company, subject to the terms and conditions set forth in the Exchange Agreement (the "Business Combination"). The closing of the Business Combination is subject to the satisfaction of the conditions set forth in the Exchange Agreement, accordingly, there can be no assurance that the proposed Business Combination will be consummated.
Pursuant to a written share purchase agreement, entered into in connection with and subject to the closing of the Business Combination, Giga Energy has secured an equity investment from Harvest Tech Investment Management (UK) Co., Limited, a private investor, in the amount of $307,692,000 in exchange for 384,615,385 shares of Giga Energy, equaling 5.23% of Giga Energy's outstanding share capital prior to the closing date of the Exchange Agreement.
"We are excited about the business combination with Giga Energy as we truly believe in what Giga Energy stands for and their execution capabilities," said Li Yubao, the Chairman of Yunhong International. "This Exchange Agreement with Yunhong International is the next step in Giga Energy's plan to create its vision of the carbon neutral future," said Ian Hanna, Chief Executive Officer of Giga Energy. "We expect the business combination with Yunhong International to help Giga Energy to continue the growth of its industrial and transportation solution business in Asia," continued Mr. Hanna.
Yunhong also announced today that an aggregate amount of $690,000 has been deposited into the Company's trust account for its public shareholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months to August 18, 2021.
Advisors
ARC Group Limited is acting as the financial advisor to Giga Energy, Inc.
Ellenoff Grossman & Schole LLP is acting as the Company's U.S. legal advisors, and Ogier is acting as its Cayman Islands legal advisors.
Loeb & Loeb LLP is acting as U.S. legal advisors to Giga Energy.
About Yunhong International
Yunhong International is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Although it is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, the Company believes it is particularly well-positioned to capitalize on growing opportunities created by consumer/lifestyle businesses that have their primary operations in Asia.
About Giga Energy Inc.
Giga Energy Inc plans to become a global leader in carbon neutral energy solutions with a full ecosystem of products to support their deployment and usage. Giga Energy plans to market both hydrogen fuel cell and advanced battery industrial and commercial transportation products to address the world's biggest energy challenges. Giga Energy's future products will be produced directly and indirectly through its subsidiaries. Giga Energy's product portfolio includes commercial transportation designs and advanced hydrogen and battery technologies for energy usage, production and management. This full solution set strategy is anticipated to be a key advantage for Giga Energy to enable its customers to transition large commercial vehicle fleets and large energy challenges to carbon neutral solutions. Giga Energy plans to have its future base of operations in Hangzhou, China.
Forward-Looking Statements
This report may contain forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve risks and uncertainties concerning the Company's proposed Business Combination with Giga Energy, Giga Energy's expected financial performance, as well as its strategic and operational plans. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties. These risks and uncertainties may cause actual results or outcomes to differ materially from those indicated by such forward looking-statements. These risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that may give rise to the termination of the Exchange Agreement; (2) the outcome of any legal proceedings that may be instituted against the Company, Giga or others following announcement of the Exchange Agreement and the transactions contemplated therein; (3) the inability to complete the transactions contemplated by the Exchange Agreement due to the failure to obtain approval of the shareholders of the Company; (4) the inability to complete the transactions contemplated by the Exchange Agreement due to the failure to obtain consents and approvals of Giga Energy's shareholders and investors; (5) potential delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Exchange Agreement; (6) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (7) the inability to recognize the anticipated benefits of the Business Combination; (8) the ability to obtain or maintain the listing of Company's securities on The Nasdaq Stock Market, following the Business Combination, including, but not limited to having the requisite number of shareholders; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that Giga Energy may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the "SEC") by the Company or Giga Energy. The Company undertakes no obligation to update or revise the forward looking statements, whether as a result of new information, future events or otherwise.
Additional Information About The Business Combination And Where To Find It
The Company intends to file with the SEC disclosure documents (the "Securities Law Disclosure Documents") in connection with the proposed business combination and other matters and will mail relevant documents to its shareholders in connection therewith. The Company's shareholders and other interested persons are advised to read, once available, the Securities Law Disclosure Documents and any amendments thereto. The Company's shareholders may also obtain a copy of the Securities Law Disclosure Documents once available, as well as other documents filed with the SEC by the Company, without charge, at the SEC's website located at www.sec.gov or by directing a request to: Yunhong International, 4 - 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
No Offer or Solicitation
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
For investor and media inquiries, please contact:
Contact: Patrick Orlando Yunhong International 4 - 19/F, 126 Zhong Bei, Wuchang District, Wuhan, China 430061 Tel. No. +86 131 4555 5555
Yunhong International Confirms Funding to Extend Period to Consummate Initial Acquisition
NEW YORK, NY / ACCESSWIRE / February 16, 2021 / Yunhong International (NASDAQ:ZGYH) (the "Company" or "Yunhong") today announced that an aggregate of $690,000 has been deposited into the Company's trust account for its public shareholders (the ... Yunhong International
NEW YORK, NY / ACCESSWIRE / February 16, 2021 / Yunhong International (NASDAQ:ZGYH) (the "Company" or "Yunhong") today announced that an aggregate of $690,000 has been deposited into the Company's trust account for its public shareholders (the "Trust Account"), representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months to May 18, 2021.
Prior to the extension, the Company signed a non-binding letter of intent with, and is negotiating a definitive acquisition agreement with, a target company that is a leading manufacturer of zero emissions commercial vehicles and which has a large footprint in Asia. The target company has production-ready customized solutions for fleet purchasers of trucks, by offering dual propulsion systems which gives its customers a choice between electric and hydrogen fuel cell vehicles. With attractive market tailwinds, industry-leading technology, and an innovative customer-acquisition model, Yunhong's management believes that the target company is well positioned to disrupt the global electric vehicle industry. The target company expects to have its first trucks in the market before the end of the 2021 fiscal year.
Completion of the transaction is subject to, among other things, the completion of due diligence, the negotiation and execution of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein and approval of the transaction by the Company's stockholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.
About Yunhong
Yunhong International 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, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Although it is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, the Company believes it is particularly well-positioned to capitalize on growing opportunities created by consumer/lifestyle businesses that have their primary operations in Asia.
Forward-Looking Statements
This press release contains statements that constitute "forward-looking statements," including its intention to enter into a definitive agreement and the expected date that the target company will likely put vehicles into the market. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's annual report on Form 10-K filed with the Securities and Exchange Commission ("SEC"). Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Patrick Orlando Yunhong international 19/f decheng center 124 zhongbei road Wuhan-hubei f4 430000 M: +1 (305) 924-1513
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