Yunhong International【ZGYH】株式ニュース

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.

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.:

(3) Filing Party:

(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:

2

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.

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

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.