SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2020 (February 18, 2020)
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
incorporation or organization)
|(Commission File Number)||(I.R.S. Employer|
4 – 19/F, 126 Zhong Bei,
Wuchang District, Wuhan, China
People’s Republic of China
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: +86 131 4555 5555
(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 to the registrant under any of the following provisions:
|o||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|o||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|o||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|o||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 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 8.01||Other Events|
On February 18, 2020, Yunhong International (the “Company”) consummated its initial public offering (“IPO”) of 6,000,000 units (“Units”), each Unit consisting of one Class A ordinary share, $0.001 par value per share (“Ordinary Share”), one half of one warrant (“Public Warrant”), each whole warrant exercisable into one Ordinary Share at an exercise price of $11.50 per share, and one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial business combination, pursuant to the registration statements on Form S-1 (File Nos. 333-232432 and 333-236403) filed with the Securities and Exchange Commission (the “SEC”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $60,000,000. Pursuant to an underwriting agreement, dated February 12, 2020, between the Company and Maxim Group LLC, as representative of the several underwriters (the “Underwriters”), the Company granted the Underwriters a 45-day option to purchase up to 900,000 additional Units solely to cover over-allotments, if any (the “Over-Allotment Option”).
As previously reported on a Current Report on Form 8-K of the Company, filed with the SEC on February 18, 2020, simultaneously with the consummation of the IPO, the Company completed a private placement (the “Private Placement”) of an aggregate of 232,500 placement units (the “Placement Units”), which were purchased by LF International Pte. Ltd. (the “Sponsor”), generating gross proceeds of $2,325,000.
On February 24, 2020, the underwriters exercised the Over-Allotment Option in full and purchased an additional 900,000 Units (the “Over-Allotment Units”), which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $9,000,000. In connection with the exercise of the Over-Allotment Option, the Company sold an additional 18,000 Units (the “Over-Allotment Placement Units”) to the Sponsor, generating gross proceeds of $180,000.
In addition, the 1,725,000 shares of Class B ordinary shares of the Company (the “Founder Shares”) held by the Sponsor prior to the exercise of the Over-Allotment Option included up to 225,000 Founder Shares subject to forfeiture by the Sponsor to the extent that the Over-Allotment Option was not exercised in full. As a result of the Over-Allotment Option being exercised in full, no Founder Shares are subject to forfeiture.
A total of $69,000,000 of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Units) and the Placement Units (including the Over-Allotment Placement Units) were placed in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of February 18, 2020, reflecting receipt of the net proceeds from the sale of Units in the IPO and the Placement Units, but not the proceeds from the sale of the Over-Allotment Units and the Over-Allotment Placement Units, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. The Company will file a separate Current Report on Form 8-K which includes an audited pro forma balance sheet as of February 24, 2020, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and Over-Allotment Placement Units.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Audited Balance Sheet|
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.
Dated: February 24, 2020
|By:||/s/ Patrick Orlando|
|Name: Patrick Orlando|
|Title: Chief Executive Officer|