Current Report Filing (8-k)
August 18 2021 - 04:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2021
(August 13, 2021)
YUNHONG INTERNATIONAL
(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
|
|
430061 |
(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
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
1.01 |
Entry into a Material
Definitive Agreement |
Unsecured Promissory Note
On August 13, 2021, Yunhong International, a Cayman Islands
exempted company (the “Company”), issued an unsecured promissory
note (the “Note”) in the principal amount of $690,000 to Giga
Carbon Neutrality Inc. (f/k/a Giga Energy Inc.), a corporation
formed under the laws of the Province of British Columbia, Canada
(“GCN”). 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 Note.
In connection with the issuances of the Note, GCN 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 August 13, 2021. As a result, the period of time the
Company has to consummate an initial business combination has been
extended by three months to November 18, 2021, as described in the
prospectus filed by the Company with the Securities and Exchange
Commission (the “SEC”) on February 14, 2020 in connection with the
Company’s initial public offering.
Item
2.03 |
Creation
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.
A copy of the press release announcing the extension of the period
of time the Company has to consummate an initial business
combination is attached hereto as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01 |
Financial Statements
and Exhibits |
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.
Dated: August 18, 2021
|
YUNHONG
INTERNATIONAL |
|
|
|
|
By: |
/s/
Patrick Orlando |
|
|
Name:
Patrick Orlando |
|
|
Title:
Chief Executive Officer |
Yunhong (NASDAQ:ZGYH)
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