Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
September 14 2021 - 5:23PM
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):
September 8, 2021
YUNHONG INTERNATIONAL
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-39226
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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4 – 19/F, 126 Zhong Bei,
Wuchang District, Wuhan, China
People’s Republic of China
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430061
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(Address of principal executive offices)
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(Zip Code)
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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:
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x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one Class A Ordinary
Share,
one-half of one Warrant and one Right
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ZGYHU
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The NASDAQ Stock Market LLC
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Class A Ordinary Shares, par value $0.001 per share
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ZGYH
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The NASDAQ Stock Market LLC
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Warrants, each exercisable for one Class A Ordinary
Share for $11.50 per share
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ZGYHW
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The NASDAQ Stock Market LLC
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Rights, each exchangeable into one-tenth of
one Class A
Ordinary Share
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ZGYHR
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The NASDAQ Stock Market LLC
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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. ¨
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Item 1.01
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Termination of a Material Definitive Agreement.
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As previously disclosed in
the current reports on Form 8-K filed by Yunhong International, a Cayman Islands exempted company (the “Company”),
with the Securities and Exchange Commission (the “SEC”) on May 17, 2021 and May 20, 2021, the Company entered into
a share exchange agreement (the “Share Exchange Agreement”) with 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 shareholders of GCN and
the other parties identified therein on May 14, 2021, pursuant to which the Company agreed to purchase from the shareholders of GCN, all
of the issued and outstanding equity interests in or of GCN in exchange for newly issued ordinary shares of the Company, subject to the
terms and conditions set forth in the Share Exchange Agreement (the “Business Combination”), after which GCN would
become a wholly-owned subsidiary of the Company and the Company would rename itself as “Giga Carbon Neutrality Ltd.” On September
8, 2021, Yunhong received a written notice (the “Termination Notice”) from GCN terminating the Share Exchange Agreement,
effective as of the date of the Termination Notice, because the Business Combination was not consummated by July 30, 2021.
On September 14, 2021, the
Company issued a press release on the termination of the Share Exchange Agreement pursuant to the Termination Notice (the “Press
Release”). A copy of the Press Release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits
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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: September 14, 2021
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YUNHONG INTERNATIONAL
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By:
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/s/ Patrick Orlando
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Name: Patrick Orlando
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Title: Chief Executive Officer
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