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): April 20, 2020 (April 15, 2020)
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.
On April 15, 2020, Yunhong International (the “Company”) entered into an Assignment Agreement (the “Assignment Agreement”) with LF International Pte. Ltd., the sponsor of the Company (the “Sponsor”), and Shanghai Huan Tai Financial Advisory Co., Ltd., a PRC company and an affiliate of the Sponsor (“Huan Tai”), pursuant to which the Sponsor assigned to Huan Tai all of its rights and obligations under that certain Administrative Services Agreement dated February 12, 2020 between the Company and the Sponsor (the “Administrative Services Agreement”). Accordingly, Huan Tai will provide certain administrative services to the Company and receive $10,000 per month for such services as set forth in the Administrative Services Agreement.
The Assignment Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Assignment Agreement is qualified in its entirety by reference thereto.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
10.1 | Assignment Agreement, dated as of April 15, 2020, by and among Yunhong International, LF International Pte. Ltd. and Shanghai Huan Tai Financial Advisory Co., Ltd. |
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: April 20, 2020
YUNHONG INTERNATIONAL | ||
By: | /s/ Patrick Orlando | |
Name: Patrick Orlando | ||
Title: Chief Executive Officer |
Exhibit 10.1
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is made and entered into as of April 15, 2020 by Yunhong International, a Cayman Islands exempted company (the “Company”), LF International Pte. Ltd., a Cayman Islands exempted company (the “Sponsor”), and Shanghai Huan Tai Financial Advisory Co., Ltd., a Chinese limited liability company (“Huan Tai”). Reference is hereby made to that Administrative Services Agreement, dated as of February 12, 2020 (as it may be amended from time to time, including by this Assignment Agreement, the “Administrative Services Agreement”), by and between the Company and the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Administrative Services Agreement.
WITNESSETH THAT:
WHEREAS, the Sponsor wishes to assign all of its rights and obligations under the Administrative Services Agreement (the “Assignment”) to Huan Tai and Huan Tai wishes to accept such Assignment;
WHEREAS, Huan Tai wishes to become a party to the Administrative Services Agreement and bound by the terms thereof in accordance with the terms of this Assignment Agreement, and each of the Company and the Sponsor desires to have Huan Tai become a party to the Administrative Services Agreement in accordance with the terms of this Assignment Agreement; and
WHEREAS, the parties wish to accommodate the Assignment pursuant to the terms and conditions of this Assignment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Pursuant to the Administrative Services Agreement, each of the parties hereto acknowledges and agrees that upon execution of this Assignment Agreement, Huan Tai shall become a party to the Administrative Services Agreement, and will be fully bound by, and subject to, all of the terms and conditions of the Administrative Services Agreement, as amended or modified by this Assignment Agreement, as if Huan Tai was the Sponsor, effective as of the date hereof.
2. The Sponsor and Huan Tai agree to execute and deliver such further instruments and documents and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Assignment Agreement or the Administrative Services Agreement.
3. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. This Assignment Agreement and the Administrative Services Agreement, together with the other documents or instruments attached thereto or referenced therein, constitutes the entire agreement by Huan Tai with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings, both oral and written, by Huan Tai with respect to their subject matter. The terms of this Assignment Agreement shall be governed by, enforced, construed and interpreted in a manner consistent with the provisions of the Administrative Services Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Assignment Agreement to be executed and delivered by the undersigned or by its duly authorized officer as of the date first written above.
SHANGHAI HUAN TAI FINANCIAL ADVISORY CO., LTD. | ||
By: | /s/ Xiaoyue Zhang | |
Name: | Xiaoyue Zhang | |
Title: | Director | |
YUNHONG INTERNATIONAL | ||
By: | /s/ Patrick Orlando | |
Name: | Patrick Orlando | |
Title: | Chief Executive Officer | |
LF INTERNATIONAL PTE. LTD. | ||
By: | /s/ Yubao Li | |
Name: | Yubao Li | |
Title: | Managing Member |