Yunhong International (ZGYH)

Filed: 16 Feb 21, 5:08pm





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 16, 2021 (February 10, 2021)



(Exact name of registrant as specified in its charter)


Cayman Islands 001-39226 N/A
(State or other jurisdiction of
incorporation or organization)
 (Commission File Number) (I.R.S. Employer
Identification Number)


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


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 to 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


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 1.01.Entry into a Material Definitive Agreement.


In January 2021, Yunhong International (the “Company”) entered into a non-binding letter of intent (the “Letter of Intent”) with Ares Motor Works, Inc., a Canadian corporation (“Ares”), for an initial business combination. On February 10, 2021, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $690,000 to Ares, in connection with the Letter of Intent. The Note bears no interest.


The principal balance of the Note shall be due and payable in accordance with its terms on or before November 18, 2021 (subject to the waiver against trust limitations).


The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.


A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 1.01 is intended to be a summary only and is qualified in its entirety by reference to the full text of the Note.


In connection with the issuances of the Note, Ares deposited an aggregate of $690,000, or $0.10 per public share, representing the proceeds of the Note into the Company’s trust account (the “Trust Account”) on February 10, 2021. As a result, the period of time the Company has to consummate a business combination has been extended by three months to May 18, 2021, as described in the prospectus filed by the Company in connection with the Company’s initial public offering.


Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.


Item 8.01Other Events


A copy of the press release issued by the Company on February 16, 2021 announcing the extension of the period of time the Company has to consummate a business combination is included as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01Financial Statements and Exhibits


Exhibit No. Description
10.1 Promissory Note.
99.1 Press Release dated as of February 16, 2021







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 16, 2021


 By:/s/ Patrick Orlando 
  Name: Patrick Orlando 
  Title:   Chief Executive Officer