IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION, PROPOSAL AND REDOMESTICATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR ORDINARY SHARES, YOU MUST CONTINUE TO HOLD YOUR ORDINARY SHARES THROUGH THE CLOSING DATE OF THE BUSINESS COMBINATION AND TENDER YOUR PHYSICAL STOCK CERTIFICATE TO OUR STOCK TRANSFER AGENT AT LEAST ONE BUSINESS DAY PRIOR TO THE CONSUMMATION OF THE BUSINESS COMBINATION. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE ORDINARY SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE ORDINARY SHARES IN STREET NAME, YOU WILL NEED TO ELECTRONICALLY TRANSFER YOUR ORDINARY SHARES TO THE DTC ACCOUNT OF CONTINENTAL STOCK TRANSFER & TRUST COMPANY, OUR TRANSFER AGENT, AT LEAST ONE BUSINESS DAY PRIOR TO THE CONSUMMATION OF THE BUSINESS COMBINATION.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•          you may send another proxy card with a later date;

•          if you are a record holder, you may notify our corporate secretary in writing before the extraordinary general meeting that you have revoked your proxy; or

•          you may attend the extraordinary general meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of our common stock, you may call Morrow & Co., LLC, our proxy solicitor, at (312) 212 4416 or E-compass at 646-912-8918.

No Additional Matters May Be Presented at the Extraordinary General Meeting

This extraordinary general meeting has been called only to consider the approval of the Business Combination and the Redomestication. Under E-compass’s amended and restated memorandum and articles of association, other than procedural matters incident to the conduct of the extraordinary general meeting, no other matters may be considered at the extraordinary general meeting if they are not included in the notice of the extraordinary general meeting.

Redemption Rights

Pursuant to E-compass’s amended and restated articles and memorandum, a holder of E-compass ordinary shares may demand that E-compass redeem such ordinary shares for cash. Demand may be made by:

•          Voting for or against the business combination and electing redemption by checking the appropriate box on the proxy card; and

•          Tendering the E-compass ordinary shares for which you are electing redemption by the business day prior to the consummation of the Business Combination by either:

•          Delivering certificates representing E-compass’s ordinary shares to E-compass’s transfer agent, or

•          Delivering the E-compass ordinary shares electronically through the DWAC system; and

•          Not selling or otherwise transferring the E-compass ordinary shares until the closing of the Business Combination (tendering your ordinary shares for redemption is not considered selling or transferring your shares).

Except for E-compass’s lead investor, who will only be entitled to receive $10.00 per share if he elects to redeem any shares, E-compass shareholders will be entitled to redeem their E-compass ordinary shares for a full pro rata share of the trust account (currently anticipated to be no less than approximately $10.40 per ordinary share) net

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of (i) taxes payable, and (ii) interest income earned on the trust account previously released to E-compass to fund its working capital and general corporate requirements in connection with the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to E-compass’s transfer agent or deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, by the business day prior to the consummation of the Business Combination.

Through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC, and E-compass’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is E-compass’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. E-compass does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Shareholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their ordinary shares before exercising their redemption rights and thus will be unable to redeem their ordinary shares.

In the event that a shareholder tenders its ordinary shares and decides prior to the consummation of the Business Combination that it does not want to redeem its ordinary shares, the shareholder may withdraw the tender. In the event that a shareholder tenders ordinary shares and the business combination is not completed, these ordinary shares will not be redeemed for cash and the physical certificates representing these ordinary shares will be returned to the shareholder promptly following the determination that the Business Combination will not be consummated. E-compass anticipates that a shareholder who tenders ordinary shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such ordinary shares soon after the completion of the Business Combination.

If properly demanded by E-compass’s public shareholders, E-compass will redeem each ordinary share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $10.40 per ordinary share, other than to our lead investor, who would only receive $10.00 per ordinary share. If you exercise your redemption rights, you will be exchanging your E-compass ordinary shares for cash and will no longer own the ordinary shares. If E-compass is unable to complete the Business Combination by February 18, 2017 it will liquidate and dissolve and public shareholders would be entitled to receive approximately $10.40 per ordinary share upon such liquidation, provided that our lead investor will only receive $10.00 per ordinary share.

The Business Combination will not be consummated if the holders of 3,500,000 or more of E-compass’s ordinary shares exercise their redemption rights. However, our lead investor agreed to hold 1,000,000 of the shares it purchased in our initial public offering through the consummation of our initial business combination, vote in favor of the proposed business combination and not seek redemption in connection therewith. As a result, we do not expect there to be more than 3,000,000 shares that exercise redemption rights. We will enter into an agreement with our lead investor to repurchase 500,000 of such non-redeemable shares promptly after the closing of our business combination at a purchase price of $10.00 per share.

Limitation on Redemption Rights Upon Consummation of the Business Combination

The E-compass amended and restated memorandum and articles of association provide that no E-compass public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) is permitted from seeking redemption rights, without E-compass’s prior written consent, with respect to 20% or more of the ordinary shares sold in the IPO. By limiting a shareholder’s ability to redeem no more than 20% of the ordinary shares sold in the IPO, E-compass believes it has limited the ability of a small group of shareholders to block a transaction which is favored by our other public shareholders. However, this limitation also makes it easier for E-compass to complete a business combination which is opposed by a significant number of public shareholders.

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Tendering Ordinary share Certificates in connection with Redemption Rights

E-compass is requiring the E-compass public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to E-compass’s transfer agent, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option prior to the business day immediately preceding the consummation of the proposed Business Combination. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether E-compass requires holders seeking to exercise redemption rights to tender their ordinary shares. The need to deliver ordinary shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request for redemption, once made, may be withdrawn at any time up to the business day immediately preceding the consummation of the proposed Business Combination. Furthermore, if a shareholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the consummation of the proposed Business Combination not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public shareholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, E-compass will promptly return the ordinary share certificates to the public shareholder.

Appraisal Rights

Appraisal rights are not available to holders of E-compass ordinary shares in connection with the proposed Business Combination.

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of our board of directors. This solicitation is being made by mail but also may be made by telephone or in person. E-compass and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card. Morrow & Co., LLC, a proxy solicitation firm that E-compass has engaged to assist it in soliciting proxies, will be paid its customary fee of approximately $[•] and out-of-pocket expenses.

E-compass will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. E-compass will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person if you revoke your proxy before it is exercised at the extraordinary general meeting.

E-compass Initial Shareholders

On September 23, 2014, Lodestar Investment Holdings I LLC, an affiliate of Richard Xu, Handy Global Limited, an affiliate of Chen Liu, Classical Sky Limited, an affiliate of Peiling (Amy) He, Carnelian Bay Capital Inc., an affiliate of Nicholas Clements, and Xinli Li (such persons and entities collectively referred to as the “Initial Shareholders”), purchased 1,000,000 of E-compass’s ordinary shares for an aggregate purchase price of $25,000.

On August 18, 2015, Lodestar Investment Holdings I LLC purchased, for an aggregate purchase price of $3,100,000, 310,000 units in a private placement.

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Pursuant to a registration rights agreement between us and our initial shareholders the initial shareholders are entitled to certain registration rights with respect to the E-compass rights held by them, as well as the underlying securities. The holders of these securities are entitled to make up to two demands that E-compass register such securities. The holders of the initial shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. E-compass will bear the expenses incurred in connection with the filing of any such registration statements.

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THE BUSINESS COMBINATION PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Acquisition Agreement, is subject to, and is qualified in its entirety by reference to, the Acquisition Agreement. The full text of the Acquisition Agreement is attached hereto as Annex A, which is incorporated by reference herein.

General Description of the Business Combination

Redomestication to Delaware

Immediately prior to the Business Combination, E-compass, an exempted company incorporated in the Cayman Islands, will effect a merger pursuant to the Companies Law in which it will merge with and into iFresh Inc., its wholly-owned Delaware subsidiary, with iFresh Inc. surviving the merger.

The Redomestication will result in all of E-compass’s issued and outstanding ordinary shares converting into iFresh Common Stock, and all units, rights and other securities to purchase E-compass’s ordinary shares converting into substantially equivalent securities of iFresh Inc. E-compass will cease to exist and iFresh Inc. will be the surviving company. In connection therewith, iFresh Inc. will assume all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of E-compass, including any and all agreements, covenants, duties and obligations of E-compass set forth in the Acquisition Agreement.

Business Combination with NYM; Business Combination Consideration

Immediately following the Redomestication, Merger Sub will merge into NYM, resulting in NYM becoming a wholly owned subsidiary of iFresh. The issuance of shares of iFresh to the post-Business Combination shareholders is being consummated on a private placement basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The aggregate value of the consideration to be paid by E-compass in the business combination is approximately $125 million (calculated as follows: (i) $5 million in cash, plus, (ii) 12,000,000 shares of common stock of iFresh to be issued to the NYM shareholders multiplied by $10.00 (the deemed value of the shares in the Acquisition Agreement)).

E-compass currently has authorized share capital of 101,000,000 shares consisting of 100,000,000 ordinary shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share. iFresh Inc. currently is authorized to issue 100,000,000 shares of common stock, with a par value $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

After the Business Combination, assuming no redemptions of ordinary shares for cash, E-compass’s current public shareholders will own approximately 22.6% of iFresh, E-compass’s current directors, officers and affiliates will own approximately 7.8% of iFresh, and the former shareholders of NYM will own approximately 69.6% of iFresh. Assuming redemption by holders of 3,000,000 E-compass’s outstanding ordinary shares, E-compass public shareholders will own approximately 6.3% of iFresh, E-compass’s current directors, officers and affiliates will own approximately 9.4% of iFresh, and the former shareholders of NYM will own approximately 84.3% of iFresh.

Each of the Redomestication Proposal and the Business Combination Proposal, as described below, are conditioned upon the approval of each other. Therefore, both must be approved by shareholders in order for the Business Combination to be consummated. If any of the three proposals is not approved, the Business Combination will not be consummated and E-compass will liquidate and dissolve. Upon consummation of the Business Combination, iFresh will own all of the issued and outstanding units of NYM.

Assuming each of the Redomestication Proposal and the Business Combination Proposal are approved, the parties to the transaction expect to close the Business Combination on January 16, 2017.

Background of the Business Combination

Background of the Acquisition

E-compass Acquisition Corp. (“E-compass”) is a special purpose company incorporated under the laws of Cayman Islands on September 23, 2014 as an exempted company with limited liability. E-compass was formed with the purpose of acquiring, through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target

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business.” E-compass intended to focus on acquiring an operating business with its primary operations located in the People’s Republic of China as well as the Hong Kong Special Administrative Region and the Macau Special Administrative Region (but not Taiwan) (“China” or the “PRC”) operating in the e-commerce and consumer retail industry, but was not limited to a particular geographic region or industry. E-compass completed its initial public offering on August 18, 2015 of 4,000,000 units at $10.00 per unit. Each Unit consists of one ordinary share, $.0001 par value per share (“Ordinary Share”), and one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of E-compass’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $40,000,000. Simultaneously with the consummation of the IPO, E-compass consummated the private placement (“Private Placement”) of 310,000 Units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of $3,100,000, to an affiliate of Richard Xu, E-compass’s Chief Executive Officer. The Private Placement Units are identical to the Units sold in the IPO. Of the net proceeds, $40,800,000 was placed in a trust account. In accordance with E-compass’s Amended and Restated Memorandum and Articles of Association, the amounts held in the trust account may only be used by E-compass upon the consummation of a business combination, except that there can be released to E-compass, from time to time, (i) any interest earned on the funds in the trust account that it may need to pay its tax obligations and (ii) any remaining interest earned on the funds in the trust account that E-compass needs for its working capital requirements. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and E-compass’s liquidation. E-compass executed a definitive agreement on July 25, 2016, and it must liquidate unless a business combination is consummated by February 18, 2017. As of March 31, 2016, approximately $40,851,104 was held in deposit in E-compass’s trust account.

Promptly after E-compass’s IPO, the officers and directors of E-compass commenced the process of locating potential targets. The Board of E-compass established a list of criteria for screening potential targets, including but not limited to:

•          businesses with favorable profitability and strong growth outlook;

•          the competitive position of the potential target within the sector (among the leaders or with unique competitive advantages);

•          proprietary technology or unique business processes or business models;

•          business model with long-term sustainability; and

•          strong management with strategic insight and execution capabilities and capable of leading a public company after the business combination.

The E-compass team reached out to a large number of business contacts that it believed might refer potential targets to E-compass, including investment banks, financial advisory firms that specialize in deal flow sourcing or advising companies in fund raising and other financial transactions, merchant banks, finders, venture capital funds, private equity funds, senior business executives and other entities and individuals known to the E-compass team as knowledgeable about deals in the marketplace such as lawyers, accounting firms and local governments.

As described in the prospectus of our IPO, E-compass initially focused on companies in the Chinese e-commerce industry. Beginning in September 2015, E-compass reviewed over 20 candidates in this industry and identified a company as a suitable candidate for further due diligence and negotiation in October 2015. That potential target is located in Beijing, China and conducts business in e-commerce and consumer finance. We spent about 4 months on financial and legal due diligence and valuation on this company and reached agreement on the key terms for a business combination in February 2016. However, further negotiation was terminated due to E-compass’s concerns on the slowdown of Chinese economy and uncertainty relating to the future growth potential of this company.

Given the slow-down in the Chinese economy, in February 2016, we decided to switch our focus from Chinese companies to U.S. based enterprises. We reached out to investment banks and private entities in the U.S. and had serious discussions with 5 potential targets, including NYM, in different industries. After discussion and meeting with those potential targets, we determined not to pursue the 4 targets other than NYM for the following reasons: (1) one target ran a golf club that we didn’t believe could generate positive cash flow within the next 3 years and we thought it would be difficult to raise additional capital in the future; (2) a second target was a student housing company, but we thought the transaction with this potential target would be too complex and time consuming; (3) a third target was a company providing non-traditional financing for businesses, but we believed that this

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business was small and the industry far from mature; (4) the fourth target was a resin manufacturing company, but we were concerned that it has a complex shareholder structure we believed that it would be difficult to negotiate a favorable transaction with its majority stockholders.

On February 24, 2016, Melanie Chen, a managing director of UHY Advisors Corporate Finance, LLC. (“UHY”), an affiliate of E-compass’s former auditing firm, provided information about a well-recognized Chinese grocery supermarket chain, NYM Holding, Inc. (“NYM”), to Richard Xu. Richard Xu was interested in the business and asked to meet the owner. Melanie Chen set up a meeting for the next day.

On February 25, 2016, Melanie Chen and Richard Xu went to NYM’s headquarters located in Long Island City, New York. They met with the majority owner, Long Deng, who founded the company with his wife, Lilly Deng, approximately 20 years ago. During the meeting, Mr. Deng introduced the history, current status of NYM and briefly discussed the multi-strategy expansion plan of NYM, which included a public offering plan to support NYM’s further development. Richard Xu was impressed by NYM and its business. Both parties believed a transaction between E-compass and NYM was possible and decided to move forward with preliminary discussions of a potential merger.

On March 5, 2016, NYM engaged UHY Advisors Corporate Finance, LLC (“UHY”) as its financial advisor.

On March 8, 2016, Nicholas Clements, Vice Chairman of E-compass, and Richard Xu went to NYM’s headquarters to have a further discussion with Long Deng. The parties began to discuss potential terms for a letter of intent.

On March 10, 2016, E-compass’s management had internal discussions about the potential merger. In this meeting, E-compass’s management reviewed the potential transaction from several perspectives: (1) the growth of the Chinese population in the United States, their consumption habits, and market competition; (2) NYM’s business model, competitive position, growth strategy and preliminary financial information; and (3) the initial value management placed on the target. Mr. Jianming Hao, special advisor to E-compass, participated in the discussions. Mr. Hao began acting as our special advisor in December 2015, and helped us review potential targets and provided advice on market analysis, modeling the business and valuation, as well as transaction structure for potential targets. After internal discussions, E-compass’s management determined to proceed with further due diligence and negotiation with NYM.

On March 20, 2016, E-compass and NYM executed a confidentiality and non-disclosure agreement.

On March 21, Richard Xu, Jianming Hao and Mr. Deng met at NYM’s headquarters and signed the Letter of Intent.

On March 22, 2016, E-compass’s management team started to perform due diligence on NYM.

On March 22, 2016, E-compass was introduced to NYM’s Lilly Deng, Vice President of Legal and Financial, Yifei (Elaine) Ling, Financial Manager, and Shunyu (Simon) She, NYM’s legal department manager, and started the preliminary due diligence process on NYM. After March 22, 2016, NYM provided E-compass with various due diligence items, including financial information, operational information and a prospective expansion schedule. During the process, E-compass conducted numerous conference calls with NYM’s management to better understand and verify the information provided.

From April 23 to June 16, 2016, Richard Xu and Peiling He, E-compass’s Chief Financial Officer, visited NYM’s headquarter and retail stores multiple times and: (a) met Mr. Deng to discuss the retail market, NYM’s business model, growth history, future development plan, financial results and projections, (b) met with NYM’s operational team to discuss its operations, marketing strategy, logistics management on perishable products and numerous other items, (c) physically visited certain of NYM’s warehouse and retail stores, (d) discussed with NYM’s financial personnel and UHY, NYM’s financial advisor, financial information, (e) met with NYM’s legal department to discuss corporate structure and gathered information about the NYM’s history, and (f) conducted additional diligence procedures with NYM’s staff.

On June 10, 2016, E-compass engaged Loeb and Loeb LLP (“Loeb”) as its legal representative to perform due diligence, draft definitive agreements and prepare applicable securities filings.

On June 21, 2016, Loeb distributed a draft of the Acquisition Agreement to E-compass and subsequently made revisions based on E-compass’s review. Additionally, Loeb prepared a list of key terms for both parties to review.

On July 6, 2016, Richard Xu and Mr. Deng met in NYM’s headquarters, joined by Peiling He by conference dial-in to discuss the key terms of the Acquisition Agreement.

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On July 16, 2016 Richard Xu and Mr. Deng met in NYM’s headquarters to again discuss the key terms of the Acquisition Agreement.

On July 19, 2016, Simon She, manager of NYM’s legal department, Elizabeth Chen from Pryor Cashman LLP, counsel to NYM, and Richard Xu met in E-compass’s office to negotiate the Acquisition Agreement, joined via telephone by Giovanni Caruso and Emily Sheahan from Loeb and Loeb LLP, counsel to E-compass, Mr. Deng, and Peiling He.

Between July 19, 2016 and July 25, 2016, the parties and their counsel continued to discuss the transaction and revise and comment on the Acquisition Agreement, including the following major issues: (1) management, board and key personnel post acquisition; (2) the redomestication of the company to Delaware and the name of the public company after merger; (3) required financing and use of fund post acquisition; (4) the option to purchase four additional supermarkets after merger; (5) related parties and transactions; (6) permitted liens and other liabilities; (7) additional agreements including, the option agreement, voting agreement, lock-up agreement and escrow agreement; and (8) negotiation of the terms of the Acquisition Agreement.

On July 25, 2016, E-compass held a board of directors meeting approving the proposed combination. Four of E-compass’s directors attended the meeting, and one director who was not able to attend for medical reasons, gave his proxy to Richard Xu. Ms. He from E-compass and Giovanni Caruso and Emily Sheahan from Loeb also attended the meeting. Before the meeting started, copies of significant transaction documents, in substantially final form, were distributed among directors. Mr. Caruso described the major terms of the transaction documents to the directors, and Mr. Xu discussed the search for a target business and detailed NYM’s business, market and expansion plans. Mr. Xu then discussed how the value of NYM was determined. In the meeting, the board of directors reviewed NYM’s business, market potential, growth opportunity, the needed funds to support its growth plans, its financial performance and projections. The board of directors agreed that NYM is well positioned to attempt to consolidate the niche Chinese grocery store market with adequate financial support. The board also reviewed the transaction consideration of $125 million to acquire 100% of the shares of NYM negotiated by the management team with NYM shareholders and used the market method to assess the company’s value. The board compared the index of EV/EBITDA (enterprise value to earnings before interest, taxes, depreciation and amortization) of comparable public companies (grocery stores and fast growing companies in the retail industry). NYM’s projected EV/EBITDA is 34.3x and 27.2x for fiscal year of 2016 and 2017 respectively, which is lower than the medium EV/EBITDA of the selected comparable companies, which is approximately 37.8x, and 30.7x for the fiscal years of 2016 and 2017, respectively (Please refer to valuation discussion in the section entitled “E-compass Board’s Reasons for the Approval of the Acquisition” beginning on page 46 for more detailed information about the valuation). The board of directors considered the amount being paid for NYM to be reasonable as compared to the group of comparable public companies, the board determined that it is for the shareholders’ best interest to proceed with the merger with NYM. In the meeting, the board also reviewed payment of consideration consisting of $5 million in cash and $120 million in newly issued shares of common stock of iFresh, which was the consideration requested by NYM’s shareholders, and determined that the consideration was acceptable in the context of the transaction. No other form of consideration was discussed at the meeting. After reviewing the above factors and significant discussion, the Acquisition Agreement was unanimously approved, subject to final negotiation and modification.

The Acquisition Agreement was signed by all parties on July 25, 2016. Prior to the market open on July 28, 2016, E-compass issued a press release announcing the execution of the combination agreement and disclosing key terms of the combination agreement. E-compass also filed a Current Report on Form 8-K, which detailed the press release, the combination agreement summarizing key deal terms on NYM’s business. On August 8, 2016, E-compass filed a Current Report on Form 8-K for a presentation on the transaction and NYM’s business.

E-compass Board’s Reasons for the Approval of the Acquisition

At a meeting held on July 25, 2016, E-compass’s board of directors unanimously approved the Acquisition Agreement and the transactions contemplated thereby, determined that the Business Combination is in the best interests of E-compass and its shareholders, directed that the Acquisition Agreement be submitted to E-compass’s shareholders for approval and adoption, and recommended that E-compass’s shareholders approve and adopt the Acquisition Agreement and the transactions contemplated thereby.

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Before reaching its decision, E-compass’s board of directors reviewed the results of management’s due diligence, which included:

•          research on industry trends, cycles, financial projections, and other industry factors;

•          extensive meetings and calls with NYM’s Chief Executive Officer and management team regarding operations and projections;

•          personal visits to NYM’s headquarters, as well as its stores and warehouse locations;

•          review of NYM’s contracts (including store leases) and other legal diligence; and

•          financial, tax, and accounting diligence.

E-compass’s board of directors considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, its board of directors, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of E-compass’s board of directors may have given different weight to different factors.

The board of ECAC considered the following facts that could be the benefits to be generated from the transaction with NYM:

•          Fast Growing yet fragmented niche market with consolidation opportunity:  NYM is a well-recognized Chinese grocery chain with stores on the U.S. East Coast. The Chinese grocery market in the U.S. is currently highly fragmented. Most competitors are unsophisticated family businesses or single-store operations. Moreover, according to Nielsen Report 2015, the U.S. Chinese population grew 14.3% between 2010 and 2014, which far exceeded the overall U.S. population growth rate of 3.1% (The board understood that the anticipated growth rate is for a market larger than the one that NYM plans to expand into (which runs along the I-95 corridor, as discussed on page 41)). The Asian-American population, of which the Chinese-American population accounts for approximately 23.9%, is expected to grow 150% between 2014 and 2050. NYM is well-positioned to consolidate such a fragmented and rapidly growing Chinese-American market.

•          Unique Market with High Entry Barriers:  Unique Chinese eating habits, which generally continue for generations after immigration, include a preference for live fish and seafood, various animal parts and organs, and exotic and specialty fruits and vegetables. Therefore, we believe that most Chinese Americans are unsatisfied with the current offerings by American mainstream grocery stores. The unique cultural demands form a natural barrier to entry.

•          Integrated Group with Supply Control:  Mainstream U.S. supermarkets tend to rely on imports from China for their Chinese ethnic offerings, which precludes the option of fresh produce and live seafood, and suffers from periodic supply disruption. NYM operates its own grocery wholesale facilities with imports from China and other Asia countries to ensure the stable and low price of supply for the most popular grocery products for Chinese and Asia consumers. NYM also enjoys long-term, stable partnerships with U.S.-based specialty farms, orchards, and seafood harvesting facilities, supplemented by robust storage and logistics capabilities. NYM has developed, through significant backward integration of its supply chain, a dependable, integrated, and scalable supply and distribution network.

•          Acquisitions and Online Shopping Capabilities:  NYM plans to add approximately 31 new stores, mainly through acquisition, during the next 3 years to grow to approximately 39 stores and 2 wholesale facilities for centralized inventory management. Potential acquisitions are expected to be along the U.S. I-95 corridor, from Massachusetts to Florida, and also in Texas and Illinois. NYM is aggressively developing online grocery shopping and home delivery capabilities to extend its reach to Chinese residents of dispersed suburban areas.

•          NYM’s track record:  NYM grew from zero to eight supermarkets and two wholesale locations via organic development and successful acquisition without any external capital support. It has a track record of successful acquisitions: it spent $2.7 million to acquire and renovate Store Ming in Boston in 2009. Prior to its acquisition by NYM, Store Ming had net sales of $8.2 million for the year ended December 31, 2009. Net sales increased to $17.0 million for the year ended December 31, 2010, an increase of

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107 .3% comp ared to the prior year. The sales and Adjusted EBITDA for that store for the fiscal year ended March 31, 2016 were $21.8 million and $2.7 million, respectively. (For additional information on Adjusted EBITDA of Ming, see the table entitled “Net Income to Adjusted EBITDA Reconciliation for Ming, 8 th Ave and Zen,” on page 94.). It acquired 2 other stores in 2011 and 2013 in the Greater New York and Greater Boston Areas, which also recorded improved sales and EBITDA under NYM’s operation after the acquisition.

•          Attractive New Store Economics:  Based on NYM’s track record, management experience and potential target analysis, a typical new store with over 10,000 square feet requires a net cash investment of approximately $2.5 million, including acquisition cost, renovation and working capital. Such a store would be expected to achieve sales of $9 million, $16 million and $17 million, and Adjusted EBITDA of $0.3M, $1.0M and $1.2M for the first three years after acquisition. NYM’s business model, including returns on investments in new stores, generates substantial earnings and free cash flow after initial investment.

(1)       For additional information on Adjusted EBITDA, see the section entitled “NYM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Adjusted EBITDA,” beginning on page 107.

E-compass’s management, including the members of its board of directors and its special advisors, are experienced in financial analysis, valuation for merger and acquisition, and has successfully consummated many transactions of equity investment, merger and acquisition. Although E-compass’s board of directors did not seek a third party valuation in connection with the Business Combination, the board of directors considered valuation information regarding NYM, including industry comparisons of the enterprise values of NYM and other growth retailer with similar growth perspective, projections and comparisons of revenue, gross profit, EBITDA and net income, the growth outlook for the markets that NYM serves, the abilities of NYM’s management team, free cash flow characteristics, same store sales, returns on new retail stores, and ratios of total enterprise value to EBITDA, share price to earnings ratios. These ratios are widely-accepted evaluation methods. In making its determination that the Business Combination is in the best interests of E-compass and its shareholders, the board of directors considered the amount of cash available in the trust account and the rollover equity incentives for members of its management. Significant drivers of value that the board considered are listed above.

NYM’s management prepared, in collaboration with E-compass’s management, projected financial results for The NYM as shown in the following tables:

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____________

(1)       Projected financial data includes the numbers of the 4 stores to be acquired before March 31, 2017 pursuant to NYM’s option to acquire 4 stores for $10 million pursuant to the option agreement attached hereto as Appendix B.

(1)       Projected financial data includes the numbers of the 4 stores to be acquired before March 31, 2017 pursuant to NYM’s option to acquire 4 stores for $10 million pursuant to the option agreement attached hereto as Appendix B.

(2)       The projection is based on the assumption that $25 million of debt financing will be raised at the closing of the Business Combination to fund the plan of new store acquisition and openings.

(3)       For additional information on Adjusted EBITDA, See the section entitled “NYM’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Adjusted EBITDA,” beginning on page 107.

The major assumptions used for the projections include: (1) the business combination between E-compass and NYM closing in December 2016; (2) iFresh receiving $25 million debt financing simultaneously with the closing of the business combination to fund working capital and the new store acquisition and opening; (3) iFresh completing the acquisition of 4 stores for $10 million pursuant to the option agreement attached hereto as Appendix B (the projected financial numbers of fiscal year ended March 31, 2017 assume the 4 stores are acquired); (4) iFresh acquiring 6 stores in fiscal year 2018 with an average initial investment of $2.5 million and average revenues generated per store in fiscal year 2018 estimated at $9 million; (5) iFresh will do brand advertisement and accelerate vendor payments to obtain discounts after business combination with the funds from the debt financing, and, as a result, revenue will increase 5% and gross margin will increase fifty basis points for existing stores; (6) iFresh will spend approximately $0.5 to $0.7 million for new store opening expenses. (7) iFresh will spend an additional $0.5 million and $1.1 million for accounting, legal and other professional fees related to being a public company for fiscal years 2017 and 2018, respectively, as compared to fiscal year 2016.

E-compass and NYM does not intend as a matter of course to make public projections as to future sales, earnings, or other results. The prospective financial information set forth in the above tables was prepared solely for the purpose of estimating the enterprise value of NYM for purposes of the Acquisition Agreement. It was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of NYM’s management, was prepared on a reasonable basis, reflects the best available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected future financial performance of NYM. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information. Neither NYM’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

As described in more detail below, the management and board of directors of E-compass determined that the approximately $128 million proposed enterprise value and $125 million purchase price for NYM was appropriate based on its evaluation of NYM’s growth prospects, profitability, free cash flow, and the implied trading multiples of other retailers with similar growth prospective.

E-compass’ board of directors reviewed and analyzed the valuation of comparable retailer companies. E-compass’s management determined for the review of the market valuation, it should be more comparable to

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select those retailers with similar growth prospective. After reviewing the financial data, competitive and growth prospective on the companies in the U.S. mainstream supermarket industries and E-compass’s board of directors concluded that the major players in the industry are not very suitable to be used as comparable companies for valuation. With many decades of development, most of the large market players, such as Walmart, Kroger, Costco, and Whole Foods, are well developed and established. These large players dominate the market and the competition in the mainstream supermarket industry is intense. Most of them maintain a stable yet quite limited growth rate, leaving no high growth prospect in the foreseeable future. However, NYM is exploring a niche market significantly different than mainstream supermarket industries, which is fast growing, but highly fragmented with high entry barriers for mainstream super market chains. NYM specializes in targeting Chinese-Americans and their desire for specialty products that are hard to find at mainstream conventional retailers. E-compass’s management also believes the vertical-integration essence of NYM enables it to consolidate this market, generate fast growth along the value chain, and potentially to grow into a national player in this fragmented niche market. Therefore, the board of directors of E-compass determined that the most relevant comparable companies should be a mixed portfolio of companies displaying a high-growth profile, reflecting a similar business model or pricing strategy and ideally depicting the SPAC structure of the transaction. Therefore, E-compass’ management sourced these most relevant publicly traded retail companies including: (a) high growth supermarket chains in the U.S. and in China such as Sprouts Farmers Market, Inc. and Yonghui Superstores Co., Ltd. ; (b) S.P.Q.R.companies (companies generating small profits yet quick return) who share similar pricing strategies with NYM, such as Dollar Tree, Inc., Dollar General Corporation, and Five Below, Inc.; (c) other fast growing retail stores in the U.S., such as Shake Shack Inc. and Chipotle Mexican Grill, Inc.; (d) successful retail businesses with a SPAC structure, such as Del Taco Restaurants, Inc. and Tile Shop Holdings, Inc. The following table displays financial information and multiples of comparable companies and NYM considered by E-compass’s board of directors.

Source: Capital IQ. Data as of July 24, 2016.

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____________

(1)       CY16, CY17, CY18 for DLTR and FIVE represent for fiscal year ended 1/31/2017, 1/31/2018, 1/31/2019

(2)       CY16, CY17, CY18 for NYM represent for fiscal year ended 3/31/2016, 3/31/2017, 3/31/2018

(3)       CY16, CY17, CY18 for other companies represent for the fiscal year ended 12/31/2016, 12/31/2017, 12/31/2018

Based on the review of equity research reports written for the retail sector, E-compass’s management team understood that the primary valuation metrics used by equity analysts are ratios of total enterprise value to EBITDA and share price to earnings ratios (P/E). Typically, these metrics are evaluated on the basis of current year’s and one-year forward’s estimated results. When this analysis was prepared in late July 2016, E-compass’s management estimated that the relevant publicly traded comparable companies traded at an average of 12.5x enterprise value divided by CY2017 estimated EBITDA and 10.7x enterprise value divided by CY2018 estimated EBITDA. E-compass agreed to pay $125 million of consideration with cash plus stock to acquire 100% of NYM’s equity interests, and concluded that NYM has an $129 million enterprise value: $125M in equity value, plus $4.2 million of debt, and minus $0.6 million of cash and cash equivalents as of March 31, 2016. Thus, since E-compass’ management estimated that the $129 million enterprise value for NYM implied trading multiples of 11.2x estimated pro forma Adjusted EBITDA for the year ended March 31, 2017 and 8.2x estimated Adjusted EBITDA for the year ended March 31, 2018, the management and board of directors of NYM believed that the proposed transaction was priced at an attractive price when compared to other similar publicly traded companies. In addition, these similar publicly traded companies had an average price to earnings ratio (P/E) of 31.7x based on CY2017 estimated earnings and 24.9x based on CY2018 estimated earnings. E-compass’s management estimated that a purchase price of $125 million for NYM implied trading multiples of 27.2x estimated pro forma earnings for the year ended March 31, 2017 and 35.8x estimated earnings for the year ended March 31, 2018. Therefore, the management and board of directors of E-compass believed that the proposed transaction was also priced at an attractive price when compared to other similar publicly traded companies in this respect.

The valuation determined by the analyses of E-compass’s management is not necessarily indicative of actual values nor predictive of future results, which may be significantly more or less favorable than those suggested by such analyses. Much of the information used in, and accordingly the results of, are inherently subject to substantial uncertainty. The actual result may be significantly different than the projection. In addition, none of the selected comparable companies have characteristics identical to NYM. The comparable data set was compiled solely for analysis purpose. An analysis of selected publicly traded companies is not mathematical; rather it involves complex consideration and judgments concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading values of the companies reviewed.

E-compass’s board of directors also gave consideration to the following negative factors associated with the transactions (which are more fully described in the “Risk Factors” section of this proxy statement/prospectus, although not weighted or in any order of significance:

•          Lack of capital support.  The valuation is based on the NYM’s growth strategy and future projected financial results, which is highly dependent on at least $25 million of potential capital support. If NYM can’t successfully obtain sufficient capital support for its growth plan, it might not be able to realize its growth strategy.

•          Change of competitive landscape.  The market in which NYM conducts business is a niche market, which is highly fragmented and with moderate competition. There may be some competitors that obtain extensive capital support and start to consolidate the market, which will create more intensive competition and negatively affect NYM’s business and development plan.

•          Corporate governance practices.  NYM’s current management doesn’t have experience in running a public company and conducting corporate governance and practices required of a public company. It may take time for NYM’s management team to learn to comply with the reporting, disclosure and corporate governance with listing standards following consummation of the merger.

Advisors

On March 5, 2016, NYM engaged UHY Advisors Corporate Finance, LLC (“UHY”) as its financial advisor in connection with the Business Combination. At the closing of the Business Combination, UHY will be entitled to receive cash equal to the greater of (i) 3% of the total cash proceeds received by NYM or any of its subsidiaries at the closing of the Business Combination, and (ii) $200,000, payable in 20,000 shares of iFresh common stock.

On August 1, 2016, E-Compass engaged B. Riley & Co. LLC (“B. Riley”) to provide certain advisory services in connection with a debt or equity financing in connection with its transaction with NYM. In exchange for such services, the Company has agreed to pay B. Riley between 3% and 7% of the amount raised (depending on the type of securities issued in the financing) in cash upon the consummation of the financing. E-Compass also paid B. Riley a $30,000 retainer.

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Other Considerations

E-compass’s board of directors focused its analysis on whether the proposed business combination is likely to generate a return for its shareholders that is greater than if E-compass failed to close a business combination and the trust was liquidated. E-compass’s board of directors believes that NYM is well positioned to consolidate the market in the fast growing niche market of Chinese grocery stores, assuming sufficient funds being received in connection with the business combination between E-compass and NYM. By proceeding with the business combination, E-compass’s public shareholders will also receive 1/10 of a share for each right they hold (which the board believes is equivalent to a 10% return), and they have opportunity to share the potential growth of the Company, which might generate even greater returns. Conversely, if E-cmpass failed to close a business combination, its public shareholders would only receive the pro rata amount of the trust account, and their rights and the shares held by insiders would become worthless.

E-compass’s board of directors unanimously concluded that the Acquisition Agreement with NYM is in the best interests of E-compass’s shareholders. The E-compass board of directors did not obtain a fairness opinion on which to base its assessment. Because of the financial skills and background of its members, E-compass’s board believes it was qualified to perform the valuation analysis discussed in this section.

Recommendation of E-compass’s Board

After careful consideration, E-compass’s board of directors determined that the Business Combination with NYM is in the best interests of E-compass and its shareholders. On the basis of the foregoing, E-compass’s Board has approved and declared advisable the Business Combination with NYM and recommends that you vote or give instructions to vote “FOR” each of the Business Combination Proposal, Redomestication Proposal, and the other proposals.

The board of directors recommends a vote “FOR” each of the Business Combination Proposal, Redomestication Proposal, and the other proposals — E-compass’s board of directors have interests that may be different from, or in addition to your interests as a shareholder. See “The Business Combination Proposal — Interests of Certain Persons in the Acquisition” in this proxy statement/prospectus for further information.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of E-compass’s board of directors in favor of adoption of the Business Combination Proposal and other proposals, you should keep in mind that E-compass’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

•          If the proposed Business Combination is not completed by February 18, 2017, E-compass will be required to liquidate. In such event, the 1,000,000 E-compass ordinary shares held by E-compass officers, directors and affiliates, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless, as will the 310,000 Units that were acquired prior to the IPO for an aggregate purchase price of $3,100,000. Such ordinary shares and units had an aggregate market value of approximately $_________ based on the closing price of E-compass’s ordinary shares of $_____ and E-compass’s rights $_____, on the Nasdaq Stock Market as of December 12, 2016;

•          Unless E-compass consummates the Business Combination, its officers, directors and Initial Shareholders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceeded the amount of its working capital. As a result, the financial interest of E-compass’s officers, directors and Initial Shareholders or their affiliates could influence its officers’ and directors’ motivation in selecting NYM as a target and therefore there may be a conflict of interest when it determined that the Business Combination is in the shareholders’ best interest;

•          Richard Xu and Chen Liu have contractually agreed that, if it liquidates prior to the consummation of a business combination, they will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by E-compass for services rendered or contracted for or products sold to it. Therefore, E-compass’s initial shareholders have a financial interest in consummating a business combination, thereby resulting in a conflict of interest. E-compass’s Initial Shareholders or their affiliates could influence our officers’

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and directors’ motivation in selecting a target business and therefore there may be a conflict of interest when determining whether the Business Combination is in the shareholders’ best interest;

•          If the Business Combination with NYM is completed, Henry Chang-Yu Lee will serve as a director of iFresh and NYM will designate four members to the Board of Directors of iFresh; and

•          In addition, the exercise of E-compass’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interest.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

General

In the opinion of Loeb & Loeb LLP, the following are the material U.S. federal income tax consequences of (i) the Redomestication to the U.S. Holders (as defined below) of E-compass units, ordinary shares and rights, which are sometimes referred to collectively, or individually, as E-compass securities, (ii) the redemption of E-compass ordinary shares if a U.S. Holder elects to redeem its E-compass ordinary shares pursuant to the exercise of its redemption right in connection with the shareholder vote regarding the Business Combination Proposal, and (iii) the ownership and disposition of iFresh Common Stock, which is sometimes referred to as iFresh securities, following the Redomestication and Business Combination. This discussion is based upon laws and relevant interpretations thereof in effect as of the date of this proxy statement/prospectus, all of which are subject to change.

Because the components of an E-compass unit are separable at the option of the holder, the holder of a E-compass unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying E-compass ordinary share and E-compass right. As a result, the discussion below of the U.S. federal income tax consequences with respect to actual holders of E-compass ordinary shares and rights should also apply to the holders of E-compass units (as the deemed owners of the E-compass ordinary shares and rights underlying the E-compass units).

The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of E-compass or iFresh securities that is for U.S. federal income tax purposes:

•          an individual citizen or resident of the United States;

•          a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

•          an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•          a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a beneficial owner of E-compass or iFresh securities is not described as a U.S. Holder and is not an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder.” The material U.S. federal income tax consequences applicable specifically to Non-U.S. Holders of the ownership and disposition of iFresh securities following the Redomestication and Business Combination are described below under the heading “Non-U.S. Holders.”

This summary is based upon existing provisions of the Internal Revenue Code of 1986, as amended, or the “Code.” Treasury regulations promulgated thereunder, published revenue rulings and procedures from the U.S. Internal Revenue Service, or the “IRS,” and judicial decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that own and hold E-compass securities, and that will own and hold iFresh securities as a result of owning the corresponding E-compass securities, as capital assets within the meaning of Section 1221 of the Code. This discussion does not address the alternative minimum tax or the U.S. federal income tax consequences to holders that are subject to special rules, including:

•          financial institutions or financial services entities;

•          broker-dealers;

•          persons that are subject to the mark-to-market accounting rules under Section 475 of the Code;

•          tax-exempt entities;

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•          governments or agencies or instrumentalities thereof;

•          insurance companies;

•          regulated investment companies;

•          real estate investment trusts;

•          certain expatriates or former long-term residents of the United States;

•          Non-U.S. Holders (except as specifically provided below);

•          persons that actually or constructively own five percent (5%) or more of E-compass’s voting securities or iFresh’s voting securities (except as specifically provided below);

•          persons that acquired E-compass securities or iFresh securities pursuant to an exercise of employee options, in connection with employee incentive plans or otherwise as compensation;

•          persons that hold E-compass securities or iFresh securities as part of a straddle, constructive sale, hedging, redemption or other integrated transaction;

•          persons whose functional currency is not the U.S. dollar;

•          controlled foreign corporations; or

•          passive foreign investment companies.

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of E-compass securities or iFresh securities. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold E-compass securities, or will hold iFresh securities, through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of E-compass securities (or iFresh securities), the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. This discussion also assumes that any distribution made (or deemed made) on E-compass securities (or iFresh securities) and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of E-compass securities (or iFresh securities) will be in U.S. dollars. In addition, this discussion assumes that a holder will own a sufficient number of rights such that upon conversion of such rights, the holder will acquire only full ordinary shares (or shares of iFresh Common Stock) and, thus, will not forfeit any rights or have a right to acquire a fractional share after such conversion.

Neither E-compass nor iFresh have sought, and neither will seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the description herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

BECAUSE OF THE COMPLEXITY OF THE TAX LAWS AND BECAUSE THE TAX CONSEQUENCES TO ANY PARTICULAR HOLDER OF E-COMPASS SECURITIES OR IFRESH SECURITIES IN CONNECTION WITH OR FOLLOWING THE REDOMESTICATION AND BUSINESS COMBINATION MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN, EACH HOLDER OF E-COMPASS SECURITIES AND IFRESH SECURITIES IS URGED TO CONSULT WITH ITS OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE REDOMESTICATION AND BUSINESS COMBINATION, AND THE OWNERSHIP AND DISPOSITION OF E-COMPASS SECURITIES OR IFRESH SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

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U.S. Holders

Tax Consequences of the Redomestication

The Redomestication should qualify as a reorganization for U.S. federal income tax purposes under Section 368(a) of the Code. However, due to the absence of guidance directly on point on how the provisions of Section 368(a) apply in the case of a merger of corporations with no active business and only investment-type assets, this result is not entirely free from doubt. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position.

If the Redomestication qualifies as a reorganization under Section 368(a), except as otherwise provided below in the sections entitled “— PFIC Considerations” and “— Effect of Section 367,” a U.S. Holder of E-compass securities should not recognize gain or loss upon the exchange of its E-compass securities solely for iFresh securities pursuant to the Redomestication. A U.S. Holder’s aggregate tax basis in the iFresh securities received in connection with the Redomestication should be the same as his aggregate tax basis in the E-compass securities surrendered in the transaction, increased by any amount included in the income of such U.S. Holder under the PFIC rules or Section 367(b) of the Code. See the discussion under “— PFIC Considerations” and “— Effect of Section 367,” below. In addition, the U.S. Holder’s holding period of the iFresh securities received in the Redomestication generally should include his holding period of the E-compass securities surrendered in the Redomestication.

If the Redomestication fails to qualify as a reorganization under Section 368(a), a U.S. Holder of E-compass securities generally would recognize gain or loss with respect to his E-compass securities in an amount equal to the difference between the fair market value of the iFresh securities received in the Redomestication and U.S. Holder’s adjusted tax basis in his E-compass securities surrendered in the Redomestication. In such event, the U.S. Holder’s basis in the iFresh securities would be equal to their fair market value, and such U.S. Holder’s holding period for the iFresh securities would begin on the day following the date of the Redomestication.

PFIC Considerations

Even if the Redomestication qualifies as a reorganization under Section 368(a) of the Code, the Redomestication may be a taxable event to U.S. Holders of E-compass securities under the passive foreign investment company, or “PFIC,” provisions of the Code, to the extent that Section 1291(f) of the Code applies.

A. Definition and General Taxation of a PFIC

A foreign (i.e., non-U.S.) corporation will be a PFIC if either (a) at least 75% of its gross income in a taxable year of the foreign corporation, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (b) at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, or the “start-up years” if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those two taxable years.

If E-compass is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of E-compass ordinary shares or rights and, in the case of E-compass ordinary shares, the U.S. Holder did not make either (a) a timely qualified election fund, or “QEF,” election under Section 1295 of the Code for E-compass’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) E-compass ordinary shares or (b) a QEF election along with a “purging election,” both of which are discussed further below, such holder generally will be subject to special rules with respect to:

•          any gain recognized by the U.S. Holder on the sale or other disposition of its E-compass ordinary shares or rights; and

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•          any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the E-compass ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the E-compass ordinary shares).

Under these rules,

•          the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the E-compass ordinary shares or rights;

•          the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of E-compass’s first taxable year in which it qualified as a PFIC, will be taxed as ordinary income;

•          the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

•          the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.

In general, if E-compass is determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above with respect to its E-compass ordinary shares by making a timely QEF election (or a QEF election along with a purging election), as described below. Pursuant to the QEF election, a U.S. Holder will be required to include in income its pro rata share of E-compass’s net capital gain (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, whether or not distributed, in the taxable year of the U.S. Holder in which or with which E-compass’s taxable year ends. E-compass, however, does not believe that it had any earnings and profits in any prior taxable year or will have any earnings and profits for its current taxable year.

B. Status of E-compass as a PFIC

Based on the composition of its income and assets, E-compass believes that it was a PFIC for its taxable years ended March 31, 2015 (E-compass’s initial taxable year) and March 31, 2016, and that it will qualify as a PFIC for its current taxable year. The determination of whether E-compass is or has been a PFIC is primarily factual, and there is little administrative or judicial authority on which to rely to make a determination of PFIC status. Accordingly, the IRS or a court considering the matter may not agree with E-compass’s analysis of whether or not it is or was a PFIC during any particular year.

C. Impact of PFIC Rules on Certain U.S. Holders

The impact of the PFIC rules on a U.S. Holder of E-compass securities will depend on whether the U.S. Holder has made a timely and effective election to treat E-compass as a QEF, for E-compass’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) E-compass ordinary shares, or if the U.S. Holder made an effective QEF election along with a “purging election,” as discussed below. A U.S. Holder’s ability to make an effective QEF election with respect to E-compass is contingent upon, among other things, the provision by E-compass of certain information that would enable the U.S. Holder to make and maintain a QEF election. E-compass has previously indicated that it would endeavor to provide such information, including a PFIC annual information statement, upon request of a U.S. Holder. A U.S. Holder of a PFIC that made a timely and effective QEF election for E-compass’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) E-compass ordinary shares, or that made a QEF election along with a purging election, as discussed below, is hereinafter referred to as an “Electing Shareholder.” A U.S. Holder of a PFIC that did not make a timely and effective QEF election for E-compass’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) E-compass ordinary shares, or that did not make a QEF election along with a purging election, is hereinafter referred to as a “Non-Electing Shareholder.”

As indicated above, if a U.S. Holder of E-compass ordinary shares has not made a timely and effective QEF election with respect to E-compass’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to

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hold) E-compass ordinary shares, such U.S. Holder generally may nonetheless qualify as an Electing Shareholder by filing on a timely filed U.S. income tax return (including extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code any gain that it would otherwise recognize if the U.S. Holder sold its E-compass ordinary shares for their fair market value on the “qualification date.” The qualification date is the first day of E-compass’s tax year in which E-compass qualifies as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held E-compass ordinary shares on the qualification date. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its E-compass ordinary shares by the amount of the gain recognized and will also have a new holding period in the E-compass ordinary shares for purposes of the PFIC rules.

A U.S. Holder may not make a QEF election with respect to its E-compass rights. As a result, if a U.S. Holder of E-compass rights sells or otherwise disposes of such rights (including for this purpose exchanging the E-compass rights for iFresh rights in the Redomestication), any gain recognized will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if E-compass were a PFIC at any time during the period the U.S. Holder held the E-compass rights.

U.S. Holders that hold (or are deemed to hold) stock of a foreign corporation that qualifies as a PFIC may elect to annually mark such stock to its market value if such stock is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission or certain foreign exchanges or markets of which the IRS has approved (a “mark-to-market election”). The Nasdaq Stock Market currently is considered to be an exchange that would allow a U.S. Holder to make a mark-to-market election. U.S. Holders are urged to consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to their E-compass ordinary shares under their particular circumstances.

D. Effect of PFIC Rules on the Redomestication

Even if the Redomestication qualifies as a reorganization for U.S. federal income tax purposes under Section 368(a) of the Code, Section 1291(f) of the Code requires that, to the extent provided in regulations, a U.S. person that disposes of stock of a PFIC (including rights to acquire stock of a PFIC) must recognize gain notwithstanding any other provision of the Code. No final Treasury regulations are in effect under Section 1291(f). Proposed Treasury regulations under Section 1291(f), or the “Proposed Regulations,” were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their present form, the Proposed Regulations would require taxable gain recognition by a Non-Electing Shareholder with respect to its exchange of E-compass securities for iFresh securities in the Redomestication if E-compass were classified as a PFIC at any time during such U.S. Holder’s holding period in E-compass securities. Any such gain would be treated as an “excess distribution” made in the year of the Redomestication and subject to the special tax and interest charge rules discussed above under “— Definition and General Taxation of a PFIC.” In addition, the regulations would provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the Proposed Regulations applied to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) requires the shareholder to recognize gain or include an amount in income as a distribution under Section 301 of the Code, the gain realized on the transfer is taxable as an excess distribution under Section 1291 of the Code, and the excess, if any, of the amount to be included in income under Section 367(b) over the gain realized under Section 1291 is taxable as provided under Section 367(b). See the discussion below under the section entitled “— Effect of Section 367.” The Proposed Regulations should not apply to an Electing Shareholder with respect to its E-compass ordinary shares for which a timely QEF election (or a QEF election along with a purging election) is made. An Electing Shareholder may, however, be subject to the rules discussed below under the section entitled “— Effect of Section 367.” In addition, as discussed above, since a QEF election cannot be made with respect to E-compass rights, the Proposed Regulations should apply to cause gain recognition under the PFIC rules on the exchange of E-compass rights for iFresh rights pursuant to the Redomestication.

The rules dealing with PFICs and with the QEF election and purging election (or a mark-to-market election) are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. Holder of E-compass securities should consult its own tax advisor concerning the application of the PFIC rules to such securities under such holder’s particular circumstances.

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Effect of Section 367

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in a transaction that qualifies as a Section 368(a) reorganization. When it applies, Section 367 imposes income tax on certain U.S. persons in connection with transactions that would otherwise be tax-free. Section 367(b) generally will apply to U.S. Holders that exchange E-compass ordinary shares (but not rights) for iFresh Common Stock as part of the Redomestication.

A. U.S. Shareholders of E-compass

A U.S. Holder that on the day of the Redomestication beneficially owns (directly, indirectly or constructively) ten percent (10%) or more of the total combined voting power of all classes of E-compass securities entitled to vote (a “U.S. Shareholder”) must include in income as a dividend the “all earnings and profits amount” attributable to the E-compass ordinary shares it directly owns, within the meaning of Treasury Regulation Section 1.367(b)-2(d). Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power of all classes of E-compass securities entitled to vote for U.S. federal income tax purposes.

A U.S. Shareholder’s all earnings and profits amount with respect to its E-compass ordinary shares is the net positive earnings and profits of the corporation (as determined under Treasury Regulation Section 1.367(b)-2(d)(2)) attributable to the E-compass ordinary shares (as determined under Treasury Regulation Section 1.367(b)-2(d)(3)) but without regard to any gain that would be realized on a sale or exchange of such E-compass ordinary shares.

Accordingly, under Treasury Regulation Section 1.367(b)-3(b)(3), a U.S. Shareholder will be required to include in income as a deemed dividend the all earnings and profits amount (as defined in Treasury Regulation Section 1.367(b)-2(d)) with respect to its E-compass ordinary shares. However, E-compass does not expect that its cumulative earnings and profits will be greater than zero through the date of the Redomestication. If E-compass’s cumulative earnings and profits through the date of Redomestication are not greater than zero, then a U.S. Shareholder generally would (depending on what period the E-compass ordinary shares were held) not be required to include in gross income an all earnings and profits amount with respect to its E-compass ordinary shares.

However, it is possible that the amount of E-compass’s earnings and profits could be greater than expected through the date of the Redomestication or could be adjusted as a result of an IRS examination. The determination of E-compass’s earnings and profits is a complex determination and may be impacted by numerous factors. Therefore, it is possible that one or more factors may cause E-compass to have positive earnings and profits through the date of the Redomestication. As a result, depending upon the period in which such a U.S. Shareholder held its E-compass ordinary shares, such U.S. Shareholder could be required to include its all earnings and profits amount in income as a deemed dividend under Treasury Regulation Section 1.367(b)-3(b)(3) as a result of the Redomestication. See above under “— PFIC Considerations — Effect of PFIC Rules on the Redomestication” for a discussion of whether the amount of inclusion under Section 367(b) of the Code should be reduced by amounts required to be taken into account by a Non-Electing Shareholder under the proposed Treasury regulations under Section 1291(f) of the Code.

B. U.S. Holders That Own Less Than 10 Percent of E-compass

A U.S. Holder that on the day of the Redomestication beneficially owns (directly, indirectly or constructively) E-compass ordinary shares with a fair market value of $50,000 or more but less than ten percent (10%) of the total combined voting power of all classes of E-compass securities entitled to vote must either recognize gain with respect to the Redomestication or, in the alternative, elect to recognize the “all earnings and profits” amount as described below.

Unless a U.S. Holder makes the “all earnings and profits election” as described below, such holder generally must recognize gain (but not loss) with respect to iFresh securities received in exchange for its E-compass ordinary shares pursuant to the Redomestication. Any such gain would be equal to the excess of the fair market value of such iFresh securities received over the U.S. Holder’s adjusted tax basis in the E-compass ordinary shares deemed to be surrendered in exchange therefor. Subject to the PFIC rules discussed above, such gain would be capital gain, and should be long-term capital gain if the U.S. Holder held the E-compass ordinary shares for longer than one year.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the all earnings and profits amount attributable to its E-compass ordinary shares under Section 367(b). There are, however, strict conditions for making this election. This election must comply with applicable

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Treasury regulations and generally must include, among other things: (i) a statement that the Redomestication is a Section 367(b) exchange; (ii) a complete description of the Redomestication, (iii) a description of any stock, securities or other consideration transferred or received in the Redomestication, (iv) a statement describing the amounts required to be taken into account for U.S. federal income tax purposes, (v) a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from E-compass establishing and substantiating the U.S. Holder’s all earnings and profits amount with respect to the U.S. Holder’s E-compass ordinary shares, and (B) a representation that the U.S. Holder has notified E-compass (or iFresh) that the U.S. Holder is making the election, and (vi) certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury regulations thereunder. In addition, the election must be attached by the U.S. Holder to its timely filed U.S. federal income tax return for the year of the Redomestication, and the U.S. Holder must send notice to E-compass (or iFresh) of the election no later than the date such tax return is filed. In connection with this election, E-compass intends to provide each U.S. Holder eligible to make such an election with information regarding E-compass’s earnings and profits upon request.

E-compass does not expect that its cumulative earnings and profits will be greater than zero through the date of the Redomestication and if that proves to be the case, U.S. Holders who make this election generally would (depending on what period the E-compass ordinary shares were held) not have an income inclusion under Section 367(b) provided that the U.S. Holder properly executes the election and complies with the applicable notice requirements. Thus, it is expected that the making of any election to include the all earnings and profits amount in income as a dividend generally would be advantageous to a U.S. Holder that would otherwise recognize gain under Section 367(b) with respect to its E-compass ordinary shares in the Redomestication. However, as noted above, if it were determined that E-compass had positive earnings and profits through the date of the Redomestication, a U.S. Holder that makes the election described herein could have an all earnings and profits amount with respect to its E-compass ordinary shares, and thus could be required to include that amount in income as a deemed dividend as a result of the Redomestication. See above under “— PFIC Considerations — Effect of PFIC Rules on the Redomestication” for a discussion of whether the amount of inclusion under Section 367(b) of the Code should be reduced by amounts required to be taken into account by a Non-Electing Shareholder under the proposed Treasury regulations under Section 1291(f) of the Code.

U.S. Holders are strongly urged to consult with their own tax advisors regarding whether to make this election and if the election is determined to be advisable, the appropriate filing requirements with respect to this election.

C. U.S. Holders that Own E-compass Securities with a Fair Market Value Less Than $50,000

A U.S. Holder that on the date of the Redomestication owns (or is considered to own) E-compass ordinary shares with a fair market value less than $50,000 would not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Redomestication, and would not be required to include any part of the all earnings and profits amount in income.

D. Shareholder Basis in and Holding Period for iFresh Securities

For a discussion of a U.S. Holder’s tax basis and holding period in iFresh securities received in the Redomestication, see above under “Tax Consequences of the Redomestication.”

Taxation on the Redemption of E-compass ordinary shares

In the event that a U.S. Holder of E-compass ordinary shares elects to redeem its E-compass ordinary shares and receive cash pursuant to the exercise of its redemption right in connection with the shareholder vote regarding the Business Combination Proposal, the amount received on any such redemption of E-compass ordinary shares generally will be treated for U.S. federal income tax purposes as a payment in consideration for the sale of the E-compass ordinary shares rather than as a distribution. Such amounts, however, will be treated as a distribution for U.S. federal income tax purposes if (i) the redemption is “essentially equivalent to a dividend” (generally meaning that the U.S. Holder’s percentage ownership in E-compass (including E-compass ordinary shares the U.S. Holder is deemed to own under certain constructive ownership rules) after the redemption is not meaningfully reduced from what its percentage ownership in E-compass (including constructive ownership) was prior to the redemption), (ii) the redemption is not “substantially disproportionate” as to that U.S. Holder (“substantially disproportionate” requiring, among other things, that the percentage of E-compass outstanding voting shares owned (including constructive ownership) immediately following the redemption is less than 80% of that percentage owned (including constructive

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ownership) by such holder immediately before the redemption) and (iii) the redemption does not result in a “complete termination” of the U.S. Holder’s interest in E-compass (generally taking into account certain constructive ownership rules). If the U.S. Holder had a relatively minimal interest in E-compass ordinary shares and, taking into account the effect of redemptions by other holders, its percentage ownership (including constructive ownership) in E-compass is reduced as a result of the redemption, such holder generally should be regarded as having a meaningful reduction in interest. For example, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences to it of any redemption of its E-compass ordinary shares.

Taxation of Cash Distributions Paid on iFresh Securities

A U.S. Holder of iFresh securities generally will be required to include in gross income as ordinary income the amount of any cash dividend paid on the iFresh securities. A cash distribution on such securities generally will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of iFresh’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). The portion of such distribution, if any, in excess of such earnings and profits generally will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its iFresh securities. Any remaining excess generally will be treated as gain from the sale or other disposition of the iFresh securities and will be treated as described under “— Taxation on the Disposition of iFresh Securities” below. Assuming certain holding period and other requirements are met, the dividends received by a non-corporate U.S. Holder should be subject to tax at the regular U.S. federal income tax rate generally applicable to long-term capital gains.

Any cash dividends iFresh pays to a U.S. Holder that is treated as a taxable corporation for U.S. federal income tax purposes generally will qualify for the dividends-received deduction if the applicable holding period and other requirements are satisfied. However, if any such dividends are “extraordinary dividends” subject to Section 1059 of the Code, a corporate U.S. Holder may be required to reduce the adjusted tax basis in its iFresh securities by the nontaxed portion of such dividends (and if the nontaxed portion of such dividends exceeds such basis, such excess may be treated as gain from the sale or exchange of such iFresh securities for taxable year in which the extraordinary dividend is received).

Taxation on the Disposition of iFresh Securities

Upon a sale or other taxable disposition of iFresh securities (which, in general, would include a distribution in connection with iFresh’s liquidation), a U.S. Holder of such securities generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such securities. See “— Deemed Exercise of iFresh Rights,” below for a discussion regarding a U.S. Holder’s basis in the iFresh Common Stock acquired pursuant to the deemed exercise of an iFresh right.

The regular U.S. federal income tax rate on capital gains recognized by U.S. Holders generally is the same as the regular U.S. federal income tax rate on ordinary income, except that long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a maximum regular rate of 20%. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the securities exceeds one year. The deductibility of capital losses is subject to various limitations.

Additional Taxes

U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will also be subject to a 3.8% Medicare contribution tax on unearned income, including, among other things, dividends on, and capital gains from the sale or other taxable disposition of, E-compass or iFresh securities, subject to certain limitations and exceptions. U.S. Holders should consult their own tax advisors regarding the effect, if any, of such tax on their ownership and disposition of E-compass or iFresh securities.

Deemed Exercise or Lapse of iFresh Rights

A U.S. Holder generally will not recognize gain or loss by reason of the receipt of shares of iFresh Common Stock on the conversion of iFresh rights on the consummation of the Business Combination. The shares acquired pursuant to such conversion generally will have a tax basis equal to the U.S. Holder’s tax basis in the rights. The

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holding period of such shares generally would begin on the day following the conversion of the rights and would not include the period during which the U.S. Holder held such rights.

Non-U.S. Holders

Taxation of Distributions on iFresh Securities

Any cash distribution (including a constructive distribution) iFresh makes to a Non-U.S. Holder of iFresh securities, to the extent paid out of iFresh’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), generally will constitute a dividend for U.S. federal income tax purposes. Any such dividend paid to a Non-U.S. Holder with respect to iFresh securities that is not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, as described below, generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). In satisfying the foregoing withholding obligation with respect to a distribution, iFresh may withhold up to 30% of either (i) the gross amount of the entire distribution, even if the amount of the distribution is greater than the amount constituting a dividend, as described above, or (ii) the amount of the distribution iFresh projects will be a dividend, based upon a reasonable estimate of both its current and accumulated earnings and profits for the taxable year in which the distribution is made. If U.S. federal income tax is withheld on the amount of a distribution in excess of the amount constituting a dividend, the Non-U.S. Holder may obtain a refund of all or a portion of the excess amount withheld by timely filing a claim for refund with the IRS. Any such distribution not constituting a dividend generally will be treated, for U.S. federal income tax purposes, first as reducing the Non-U.S. Holder’s adjusted tax basis in such securities (but not below zero) and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain from the sale or other taxable disposition of such securities, which will be treated as described under “— Taxation on the Disposition of iFresh Securities” below.

Cash dividends (including constructive dividends) iFresh pays to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and, if certain income tax treaties apply, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder) generally will not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends generally will be subject to U.S. federal income tax, net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder. If the Non-U.S. Holder is a corporation, such dividends that are effectively connected income may also be subject to a U.S. federal “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Taxation on the Disposition of iFresh Securities

A Non-U.S. Holder generally will not be subject to U.S. federal income tax in respect of gain recognized on a sale, exchange or other disposition of iFresh securities unless:

•          the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder);

•          the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or

•          iFresh is a ‘‘United States real property holding corporation’’ (‘‘USRPHC’’) for U.S. federal income tax purposes at any time during the shorter of the five year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such securities disposed of, and, generally, in the case where iFresh securities are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or indirectly, more than 5% of such securities, as applicable, at any time during the shorter of the five year period ending on the date of disposition or the Non-U.S. Holder’s holding period for the security disposed of. There can be no assurance that iFresh securities will be treated as regularly traded on an established securities market for this purpose.

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Unless an applicable tax treaty provides otherwise, gain described in the first and third bullet points above generally will be subject to U.S. federal income tax, net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder. Any gain described in the first bullet point above of a Non-U.S. Holder that is a foreign corporation also may be subject to an additional U.S. federal “branch profits tax” at a 30% rate (or a lower applicable tax treaty rate). Any U.S. source capital gain of a Non-U.S. Holder described in the second bullet point above (which may be offset by U.S. source capital losses during the taxable year of the disposition) generally will be subject to a flat 30% U.S. federal income tax rate (or a lower applicable tax treaty rate).

In connection with the third bullet point above, iFresh generally will be classified as a USRPHC if (looking through certain subsidiaries) the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. Based on the expected composition of its assets (looking through applicable subsidiaries) after the Redomestication and the Business Combination, iFresh believes that it would not be a USRPHC after the Business Combination. Even if it were not a USRPHC immediately after the Business Combination, no assurance can be given that iFresh will not become a USRPHC in the future. Non-U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of owning and disposing of iFresh securities.

Foreign Accounts

Certain Non-U.S. Holders may be subject to a U.S. federal withholding tax at a 30% rate with respect to dividends on, and the gross proceeds from the sale or other disposition of, iFresh securities if certain disclosure requirements related to the U.S. accounts maintained by, or the U.S. ownership of, such Non-U.S. Holders are not satisfied. The IRS has indicated, however, that withholding with respect to such gross proceeds will be required only for sales or other dispositions occurring after December 31, 2018. Non-U.S. Holders should consult their own tax advisors regarding the effect, if any, of such withholding taxes on their ownership and disposition of iFresh securities.

Information Reporting and Backup Withholding

iFresh generally must report annually to the IRS and to each holder the amount of cash dividends and certain other distributions it pays to such holder on such holder’s securities and the amount of tax, if any, withheld with respect to those distributions. In the case of a Non-U.S. Holder, copies of the information returns reporting those distributions and withholding also may be made available to the tax authorities in the country in which the Non-U.S. Holder is a resident under the provisions of an applicable income tax treaty or agreement. Information reporting is also generally required with respect to proceeds from the sales and other dispositions of iFresh securities to or through the U.S. office (and in certain cases, the foreign office) of a broker. In addition, certain information concerning a U.S. Holder’s adjusted tax basis in its securities and adjustments to that tax basis and whether any gain or loss with respect to such securities is long-term or short-term also may be required to be reported to the IRS.

Moreover, backup withholding of U.S. federal income tax at a rate of 28% generally will apply to cash distributions made on iFresh securities to, and the proceeds from sales and other dispositions of such securities by, a U.S. Holder (other than an exempt recipient) who:

•          fails to provide an accurate taxpayer identification number;

•          is notified by the IRS that backup withholding is required; or

•          in certain circumstances, fails to comply with applicable certification requirements.

A Non-U.S. Holder generally may eliminate the requirement for information reporting (other than with respect to distributions, as described above) and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedures for obtaining an exemption from backup withholding in their particular circumstances.

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Anticipated Accounting Treatment

The Business Combination will be treated by E-compass as a reverse Business Combination under the acquisition method of accounting in accordance with GAAP. For accounting purposes, NYM is considered to be acquiring E-compass in this transaction. Therefore, the aggregate consideration paid in connection with the Business Combination will be allocated to E-compass tangible and intangible assets and liabilities based on their fair values. The assets and liabilities and results of operations of E-compass will be consolidated into the results of operations of NYM as of the completion of the Business Combination.

Regulatory Approvals

The Business Combination and the other transactions contemplated by the Acquisition Agreement are not subject to any additional federal or state regulatory requirements or approvals, including the Hart-Scott Rodino Antitrust Improvements Act of 1976, except for filings with the State of Delaware and the Cayman Islands Government necessary to effectuate the transactions contemplated by the Acquisition Agreement.

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THE ACQUISITION AGREEMENT

The following is a summary of the material provisions of the Acquisition Agreement, a copy of which is attached as Appendix A to this proxy statement/prospectus. You are encouraged to read the Acquisition Agreement in its entirety for a more complete description of the terms and conditions of the Acquisition.

Redomestication to Delaware

Immediately prior to the Acquisition, E-compass will be merged with and into iFresh, the separate corporate existence of E-compass will cease and iFresh will continue as the surviving corporation (the “Redomestication Merger”). In connection with the Redomestication Merger, E-compass’s issued and outstanding share capital and equity interests will be converted as follows:

•          Each E-compass ordinary share will be converted automatically into one share of common stock of iFresh (the “iFresh Common Stock”).

•          Each E-compass Right will be converted into one substantially equivalent right (each an “iFresh Right”) to receive one-tenth (1/10) of a share of iFresh Common Stock on the consummation of the Business Combination.

•          Each E-compass Unit will be converted automatically into one iFresh Unit consisting of one share of iFresh Common Stock and one iFresh Right (each an “iFresh Unit”).

•          Each unit purchase option of E-compass will be converted into one substantially equivalent unit purchase option to purchase one iFresh Unit.

Business Combination with NYM; Acquisition Consideration

Upon the closing of the transactions contemplated in the Agreement, iFresh will acquire 100% of the issued and outstanding securities of NYM, in exchange for $5 million in cash and an aggregate of 12,000,000 shares of iFresh Common Stock. We refer to this transaction as the “Business Combination.”

Representations and Warranties

In the Acquisition Agreement, NYM a makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Agreement) relating to, among other things: (a) proper corporate organization of NYM and its subsidiaries and other companies in which it is a minority shareholder and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Agreement and other transaction documents; (c) absence of conflicts; (d) capital structure and title to units; (e) accuracy of charter documents and corporate records; (f) related-party transactions; (g) required consents and approvals; (h) financial information; (i) absence of certain changes or events; (j) title to assets and properties; (k) material contracts; (l) insurance; (m) licenses and permits; (n) compliance with laws, including those relating to foreign corrupt practices and money laundering; (o) ownership of intellectual property; (p) absence of warranty claims; (q) employment and labor matters; (r) taxes and audits; (s) environmental matters; (t) brokers and finders; (u) investment representations and transfer restrictions; (v) that NYM is not an investment company; and (w) other customary representations and warranties.

In the Acquisition Agreement, E-compass makes certain representations and warranties relating to, among other things: (a) title to shares; (b) proper corporate organization and similar corporate matters; (c) authorization, execution, delivery and enforceability of the Agreement and other transaction documents; (d) brokers and finders; (e) capital structure; (f) validity of share issuance; (g) minimum trust fund amount; and (g) validity of Nasdaq Stock Market listing; and (h) SEC filing requirements.

Conduct Prior to Closing; Covenants

NYM has agreed to operate the business in the ordinary course, consistent with past practices, prior to the closing of the Acquisition (with certain exceptions) and not to take certain specified actions without the prior written consent of E-compass.

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The Agreement also contains covenants of NYM providing for:

•          NYM and its subsidiaries and portfolio companies to provide access to their books and records and providing information relating to NYM’s business to Parent, its counsel and other representatives; and

•          NYM to deliver the financial statements required by the Company to make applicable filings with the SEC.

Conditions to Closing

General Conditions

Consummation of the Acquisition Agreement and the acquisition is conditioned on (a) the absence of any order, stay, judgment or decree by any government agency or any pending or threatened litigation seeking to enjoin, modify, amend or prohibit the Acquisition; (b) the consummation of the Redomestication Merger, and (c) the SEC declaring the Registration Statement effective.

NYM’s Conditions to Closing

The obligations of the Representing Parties to consummate the transactions contemplated by the Acquisition Agreement, in addition to the conditions described above, are conditioned upon (i) E-compass and iFresh complying with all of their respective obligations required to be performed by them pursuant to the required covenants in the Acquisition Agreement, (ii) the representations and warranties of E-compass being true on and as of the closing date of the Acquisition, and (iii) E-compass having obtained debt financing of at least $15 million on terms reasonably acceptable to NYM.

E-compass’s and iFresh’s Conditions to Closing

The obligations of E-compass and iFresh to consummate the transactions contemplated by the Acquisition Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

•          the representations and warranties of NYM being true on and as of the closing date of the acquisition and NYM complying with all required covenants in the Acquisition Agreement;

•          there having been no material adverse effect to NYM’s business, regardless of whether it involved a known risk;

•          receipt by iFresh of third party consents;

•          iFresh receiving a legal opinion from NYM’s counsel; and

•          the holders of ordinary shares of E-compass having approved the Acquisition Agreement and the transactions contemplated by the Acquisition Agreement.

Termination

The Acquisition Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to E-compass’s shareholders, by:

•          Either E-compass or iFresh if the closing has not occurred by February 18, 2017;

•          Either E-compass or iFresh, if NYM or any of its shareholders has materially breached any representation, warranty, agreement or covenant contained in the Acquisition Agreement and such breach has not been cured within fifteen days following the receipt by NYM or any of its shareholders, as applicable, of iFresh’s written notice to terminate the Agreement; or

•          NYM, if iFresh has materially breached any representation, warranty, agreement or covenant contained in the Agreement and such breach has not been cured within fifteen days following the receipt by the iFresh of NYM’s written notice to terminate the Acquisition Agreement.

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Effect of Termination

In the event of termination and abandonment by either E-compass or NYM, all further obligations of the parties shall terminate.