Attached files

file filename
EX-23.1 - EXHIBIT 23.1 - Yunhong Internationaltm207192d2_ex23-1.htm
EX-5.2 - EXHIBIT 5.2 - Yunhong Internationaltm207192d2_ex5-2.htm
EX-5.1 - EXHIBIT 5.1 - Yunhong Internationaltm207192d2_ex5-1.htm

 

 

As filed with the Securities and Exchange Commission on February 12, 2020

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Yunhong International

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands   6770   n/a
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

4 – 19/F, 126 Zhong Bei,

Wuchang District, Wuhan, China

430061
Telephone: +86 131 4555 5555

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Yubao Li
4 – 19/F, 126 Zhong Bei,

Wuchang District, Wuhan, China

430061
Telephone: +86 131 4555 5555

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

   

Copies to:

 

Barry I. Grossman, Esq.
Stuart Neuhauser, Esq. 

Benjamin S. Reichel, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370-1300

Bradley Kruger

Ogier

89 Nexus Way, Camana Bay,

Grand Cayman, Cayman Islands

(345) 949-9876

Mitchell S. Nussbaum, Esq.
Giovanni Caruso, Esq.
Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154
(212) 407-4000

 

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-232432

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

             
Large accelerated filer   ¨   Accelerated filer   ¨
       
Non-accelerated filer   x   Smaller reporting company   x
       
        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 7(a)(2)(B) of the Securities Act.  ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Security Being Registered   Amount
Being
Registered(2)
    Proposed
Maximum
Offering
Price per
Security(1)
    Proposed
Maximum
Aggregate
Offering
Price(1)
    Amount of
Registration
Fee
 
Units, each consisting of one Class A ordinary share, $0.001 par value, one-half of one redeemable warrant and one right to receive one-tenth of one Class A ordinary share     1,150,000     $ 10.00     $ 11,500,000     $ 1,492.70  
Class A ordinary shares included as part of the units(3)     1,150,000                   (4)
Redeemable warrants included as part of the units(3)     575,000                   (4)
Rights included as part of the units(3)     1,150,000                   (4)
Class A ordinary shares underlying rights included as part of the units (3)     115,000     $ 10.00     $ 1,150,000     $ 149.27  
Units underlying the Representative’s Unit Purchase Option (“Representative’s Units”)     57,500     $ 12.25     $ 704,375     $ 91.43  
Class A ordinary shares included as part of the Representative’s Units(3)     57,500                   (4)
Warrants included as part of the Representative’s Units(3)     28,750                   (4)
Rights included as part of the Representative’s Units(3)     57,500                   (4)
Class A ordinary shares underlying rights included as part of the Representative’s Units(3)     5,750                   (4)
Underwriter’s Class A ordinary shares(3)     11,500     $ 10.00     $ 115,000     $ 14.93  
Total                   $ 13,469,375     $ 1,748.33 (5)

 

____________  

 

(1)Estimated solely for the purpose of calculating the registration fee.

 

(2)Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-232432).

 

(3)Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(4)No fee pursuant to Rule 457(g).

 

(5)The Registrant previously registered securities having a proposed maximum aggregate offering price of $67,346,975 on its Registration Statement on Form S-1, as amended (File No. 333-232432), which was declared effective by the Securities and Exchange Commission on February 12, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $13,469,375 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of (i) 1,207,500 additional units of Yunhong International, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share, one-half of one redeemable warrant and one right and (ii) 11,500 additional Class A ordinary shares of the Registrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Each right entitles the holder thereof to receive one-tenth of one Class A ordinary share upon the Registrant’s initial business combination. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-232432) (the “Prior Registration Statement”), initially filed by the Registrant on June 28, 2019 and declared effective by the Securities and Exchange Commission on February 12, 2020. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

 

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-232432) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No. Description
   
5.1 Opinion of Ogier, Cayman Islands counsel to the Registrant.
5.2 Opinion of Ellenoff Grossman & Schole LLP, counsel to the Registrant.
23.1 Consent of Withum Smith+Brown, PC.
23.2 Consent of Ogier (included in Exhibit 5.1)
23.3 Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2)
24 Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333- 232432), filed on June 28, 2019.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Wu Han, China, on the 12th day of February 2020.

 

 

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

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities on February 12, 2020.

 

Name   Position
     
/s/ Patrick Orlando   Chief Executive Officer
Patrick Orlando   (Principal Executive Officer)
     
/s/ Andrey Novikov   Chief Financial Officer
Andrey Novikov   (Principal Financial and Accounting Officer)
     
/s/ Yubao Li   Chairman
Yubao Li    

 

 

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