As filed with the Securities and Exchange Commission on February 12, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Yunhong International
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6770 | n/a | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
4 – 19/F, 126 Zhong Bei,
Wuchang District, Wuhan, China
430061
Telephone: +86 131 4555 5555
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Yubao Li
4 – 19/F, 126 Zhong Bei,
Wuchang District, Wuhan, China
430061
Telephone: +86 131 4555 5555
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Barry I. Grossman, Esq. Benjamin S. Reichel, Esq. | Bradley Kruger Ogier 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands (345) 949-9876 | Mitchell S. Nussbaum, Esq. 345 Park Avenue New York, NY 10154 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-232432
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | x | |||
| Emerging growth company | x | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Security Being Registered | Amount Being Registered(2) | Proposed Maximum Offering Price per Security(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee | ||||||||||||
| Units, each consisting of one Class A ordinary share, $0.001 par value, one-half of one redeemable warrant and one right to receive one-tenth of one Class A ordinary share | 1,150,000 | $ | 10.00 | $ | 11,500,000 | $ | 1,492.70 | |||||||||
| Class A ordinary shares included as part of the units(3) | 1,150,000 | — | — | — | (4) | |||||||||||
| Redeemable warrants included as part of the units(3) | 575,000 | — | — | — | (4) | |||||||||||
| Rights included as part of the units(3) | 1,150,000 | — | — | — | (4) | |||||||||||
| Class A ordinary shares underlying rights included as part of the units (3) | 115,000 | $ | 10.00 | $ | 1,150,000 | $ | 149.27 | |||||||||
| Units underlying the Representative’s Unit Purchase Option (“Representative’s Units”) | 57,500 | $ | 12.25 | $ | 704,375 | $ | 91.43 | |||||||||
| Class A ordinary shares included as part of the Representative’s Units(3) | 57,500 | — | — | — | (4) | |||||||||||
| Warrants included as part of the Representative’s Units(3) | 28,750 | — | — | — | (4) | |||||||||||
| Rights included as part of the Representative’s Units(3) | 57,500 | — | — | — | (4) | |||||||||||
| Class A ordinary shares underlying rights included as part of the Representative’s Units(3) | 5,750 | — | — | — | (4) | |||||||||||
| Underwriter’s Class A ordinary shares(3) | 11,500 | $ | 10.00 | $ | 115,000 | $ | 14.93 | |||||||||
| Total | $ | 13,469,375 | $ | 1,748.33 | (5) | |||||||||||
| ____________ |
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-232432). |
| (3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $67,346,975 on its Registration Statement on Form S-1, as amended (File No. 333-232432), which was declared effective by the Securities and Exchange Commission on February 12, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $13,469,375 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option. |
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed with respect to the registration of (i) 1,207,500 additional units of Yunhong International, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share, one-half of one redeemable warrant and one right and (ii) 11,500 additional Class A ordinary shares of the Registrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Each right entitles the holder thereof to receive one-tenth of one Class A ordinary share upon the Registrant’s initial business combination. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-232432) (the “Prior Registration Statement”), initially filed by the Registrant on June 28, 2019 and declared effective by the Securities and Exchange Commission on February 12, 2020. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-232432) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Wu Han, China, on the 12th day of February 2020.
| Yunhong International | ||
| By: | /s/ Patrick Orlando | |
| Name: Patrick Orlando | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities on February 12, 2020.
| Name | Position | |
| /s/ Patrick Orlando | Chief Executive Officer | |
| Patrick Orlando | (Principal Executive Officer) | |
| /s/ Andrey Novikov | Chief Financial Officer | |
| Andrey Novikov | (Principal Financial and Accounting Officer) | |
| /s/ Yubao Li | Chairman | |
| Yubao Li |
II-4
